definiens: means any ( a ) Encumbrance for Taxes not yet due or delinquent or otherwisesubject to penalties for non - payment or for those Taxes being contested in good faith by appropriate proceedings;(b ) Encumbrance imposed by Law that are not delinquent, such as mechanics ’, materialmens ’, carriers ’, workmens’,warehousemens ’, repairmens ’, landlords ’ or other similar encumbrances that do not or would not be reasonablyexpected to materially detract from the current value of, or materially interfere with, the present use and enjoyment ofany Purchased Asset subject thereto or affected thereby in the ordinary course of business of the Product Business;(c ) Encumbrance ( i ) with respect to a Liability incurred in the ordinary course of business, ( ii ) that is not delinquent, ( iii)that is not securing indebtedness or guarantees of indebtedness, and ( iv ) that does not materially detract from thecurrent value of, or materially interfere with, the present use and enjoyment of such Purchased Asset in the ordinarycourse of business of the Product Business ; and ( d ) Encumbrance disclosed on Schedule 1.1.2