definiens: means ( i ) statutory Liens for current Taxes not yet due, ( ii ) vendor ’s, mechanics’,materialmans ’, carriers ’, workers ’, landlords ’, repairmans ’, warehousemans ’ and other similar Liens ( A ) with respect toLiabilities that are not yet due and payable, or if due, are not delinquent, ( B ) that are being contested in good faith byappropriate proceedings and for which adequate reserves ( based on good faith estimates of management ) have been setaside for the payment thereof or ( C ) arising or incurred in the Ordinary Course of Business relating to obligations to whichthere is no default on the part of Seller or any Acquired Subsidiary and which are not, individually or in the aggregate, material to the operation of the Business and do not materially aﬀect the market value or continued use of the assetencumbered thereby, ( iii ) Liens imposed or promulgated by applicable Law or any Governmental Authority with respect toreal property, including zoning, building or similar restrictions which are not violated by ( A ) the current use or occupancy ofsuch real property, ( B ) the proposed use, occupancy or development thereof or ( C ) the operation of the Business, or anyviolation of which could not materially adversely aﬀect the market value or continued use of the asset encumbered thereby,(iv ) utility easements, minor encroachments, rights of way, imperfections in title, charges, easements, rights of way ( whetherrecorded or unrecorded ), restrictions, declarations, covenants, conditions, defects and similar Liens or Claims, but notincluding any monetary Liens, that are imposed by any Governmental Authority having jurisdiction thereon or otherwise aretypical for the applicable property type and locality as do not individually or in the aggregate materially interfere with thepresent occupancy under, or use or market value of the respective Owned Real Property or real property subject to any RealProperty Lease or otherwise materially impair the operation of the Business, ( v ) any lien constituting or arising in connectionwith an Intellectual Property license and ( vi ) Liens to be released at or prior to Closing ; provided that, in each caseenumerated in this deﬁnition, such Lien shall only be a Permitted Encumbrance if it can not otherwise be removed, discharged, released or transferred, as the case may be, pursuant to Section 363(f ) of the Bankruptcy Code or otherwise . means any individual, corporation, partnership, proprietorship, joint venture, limited liability company, association, joint - stock company, trust, unincorporated organization, Governmental Authority, or other entity, organization orinstitution of any type whatsoever