definiens: shall mean ( a ) Encumbrances for Taxes not yet due and payable, ( b ) mechanics ' andmaterialmen 's Encumbrances for construction in progress, as such construction is set forth on Schedule P, which arenot yet due and payable, ( c ) workmen 's, repairmen 's, warehousemen 's, landlord 's and carriers ' liens arising in theordinary course of business which are not yet due and payable, ( d ) title defects or irregularities, encroachments, restrictive covenants, registered or unregistered easements or rights of way, and other registered or unregisteredrestrictions or other encumbrances affecting the use of the Owned Real Property if such title defects, irregularities, easements, rights of way or restrictions do not result in a Material Adverse Effect upon the Purchaser 's ability to usethe Owned Real Property after the Closing in the same manner as the Seller used the Owned Real Property as of theExecution Date ; ( e ) non - exclusive licenses of Intellectual Property granted in the ordinary course of the ProductBusiness as it exists as of the Execution Date, ( f ) all matters shown on the Title Commitment ( other than voluntarymonetary Encumbrances ) or the Survey as of the Execution Date ; ( g ) zoning, entitlement and other land use andenvironmental regulations by any Governmental Authority or registered agreements with municipalities or publicutilities ( provided, however, that such regulations or agreements have not been materially violated by any existingImprovement or the use of the Owned Real Property as used in the Product Business, as it exists as of the ExecutionDate ), ( h ) ( i ) in the case of any Transferred Tangible Personal Property that is leased or Seller Leased Real Property, the rights of any lessor ( or sublessor ) under the applicable written lease ( or sublease ) Contract as Disclosed to thePurchaser in the Data Room or any Encumbrance granted by any lessor ( or sublessor ) or any Encumbrance to whichthe applicable lease ( or sublease ) is subject as Disclosed to the Purchaser in the Data Room, and ( ii ) the rights of thegrantor of any easement or any Encumbrance granted by such grantor on such easement property as shown on theTitle Commitment or the Survey, in each case, as of the Execution Date, ( i ) the Key License Agreement as it existsas of the Execution Date, ( j ) terms and conditions of any leases Disclosed to the Purchaser in the Data Roomassumed by the Purchaser, ( k ) any right reserved to any Governmental Authorities to regulate the affected OwnedReal Property or Seller Leased Real Property as exists as of the Execution Date, ( l ) with respect to the CDCAgreement, the execution by the United States Government of the Novation Agreement or ( m ) Encumbrances setforth on Schedule N that will be released prior to or as of the Closing