definiens: means ( i ) any Liens for Taxes ( A ) not yet due and payable or ( B ) whichare being contested in good faith by appropriate proceedings and with respect to which adequatereserves have been established in accordance with GAAP, ( ii ) carriers ’, warehousemen’s, mechanics ’, materialmen ’s, repairmen ’s or other similar Liens, ( iii ) pledges or deposits inconnection with workers ’ compensation, unemployment insurance and other social securitylegislation, ( iv ) gaps in the chain of title evident from the records of the applicable GovernmentalEntity maintaining such records, easements, rights - of - way, covenants, restrictions and otherencumbrances of record as of the date of this Agreement, ( v ) easements, rights - of - way, covenants, restrictions and other encumbrances incurred in the ordinary course of business thatdo not materially detract from the value or the use of the property subject thereto, ( vi ) statutorylandlords ’ liens and liens granted to landlords under any lease, ( vii ) any purchase moneysecurity interests, equipment leases or similar financing arrangements, ( viii ) any Liens which aredisclosed on the [COMPANY] Balance Sheet, or the notes thereto, or ( ix ) any Liens that are notmaterial to [COMPANY] and its Subsidiaries, taken as a whole