definiens: shall mean ( a ) any Encumbrance for Taxes that are not due and payable or thevalidity of which is being contested in good faith by appropriate legal proceedings and for which adequate accruals or reserves have beenestablished in accordance with GAAP in the most recent balance sheet included in the Company SEC Documents filed with the SEC at leastthree ( 3 ) business days prior to the date of this Agreement, ( b ) mechanics ’, materialmen ’s, carriers ’, workmen ’s, warehouseman’s, repairmen ’s, landlords ’ and similar liens granted or which arise in the ordinary course of business consistent with past practice and ( c ) in thecase of real property, Encumbrances that are easements, rights - of - way, encroachments, restrictions, conditions and other similarEncumbrances incurred or suffered in the ordinary course of business consistent with past practice and which, individually or in theaggregate, do not and would not materially impair the use ( or contemplated use ), utility or value of the applicable real property or otherwisematerially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land useregulations imposed by Governmental Bodies having jurisdiction over such real property, which regulations, individually or in the aggregate, do not and would not impair the use ( or contemplated use ), utility or value of the applicable real property or otherwise impair the present orcontemplated business operations at such location