definiens: shall mean ( 1 ) statutory En cumbrances for Taxes, special assessments or other governmental or quasi - governme ntal charges ( a ) that are not yet due and payable o r may hereafter be paid without penalty or the amount or ( b ) the validity of which is being contested in goo d faith by appropriate proceedings, in each case of ( a ) and ( b ), for which sufficient reserves have been establis he d in the financial statements and books and records of Selle r in accordance with the Accounting Principles ( to the extent the Accounting Principles require the establishment of such reserves ) ; ( 2 ) mechanics ’, materialmen ’s, architects ’, warehousemen ’s, landlords ’ and other like statutory Encumbrances arising or incurred in the ordinary c ourse of business consistent with past practice, either secu ring payments not yet due or that are being contest ed in good faith by appropriate proceedings and for which appr opriate reserves have been established in the finan cial statements and books and records of Seller in accor dance with the Accounting Principles and which are not, individually or in the aggregate, material to the b usiness operations or the Purchased Assets ; ( 3 ) suc h Encumbrances as do not, individually or in the aggr egate, materially affect the use or value of the pr operties or assets subject thereto or affected thereby or other wise materially impair business operations at such properties or with respect to such assets ; ( 4 ) zoning, building c odes and other land use laws regulating the use or occupancy of real property or the activities conducted thereon w hich are imposed by any Governmental Authority havi ng jurisdiction over real property ; ( 5 ) non - exclusive licenses of Intellectual Property Rights to third p arties entered into in the ordinary course of business consistent with past practice ; and ( 6 ) Encumbrances resulting from the action or inaction of Purchaser or any of its Affil iates