definiens: means, with respect to Parent or the Company, ( a ) mechanic ’s, materialmen ’s, carriers ’, repairers ’ andother Liens arising or incurred in the ordinary course of business for amounts that are not yet delinquent or are beingcontested in good faith, ( b ) Liens for Taxes, assessments or other governmental charges not yet due and payable as of theClosing Date or which are being contested in good faith, ( c ) encumbrances and restrictions on real property ( including, without limitation, easements, covenants, rights of way and similar restrictions of record ) that do not materially detract fromthe value of such real property or materially interfere with Parent ’s or the Companies ’, as applicable, or its Subsidiaries’present uses or occupancy of such real property or the business of the Company or its Subsidiaries, ( d ) Liens securing theobligations of Parent or the Company, as applicable, or its Subsidiaries under with respect to Indebtedness and ( e ) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereonwhich are imposed by any Governmental Entity having jurisdiction over such real property and any violation of which wouldnot have a Parent Material Adverse Effect or a Company Material Adverse Effect, as applicable, or materially interfere with theoperation of the business of Parent or the Company, as applicable, or its Subsidiaries as currently conducted