definiens: means ( a ) Encumbrances for Taxes, which are not y et due or delinquent or that are being contested in good fait h and by appropriate proceedings and for which adequate accruals or reserves have been made on the Seller Balance Sheet, ( b ) mechanics ', materialmen ' s or contractors ' liens or encumbrances or any simila r statutory lien incurred in the ordinary course of business consistent with past practice or amounts n ot yet due and payable and that are not, individual ly or in the aggregate, material to the Business or th e Purchased Assets, ( c ) zoning, entitlement, buildi ng and other land use regulations which do not materia lly impair, prohibit or restrict the occupancy or c urrent use of the real property which they encumber, ( d ) a ny lien created by or at the direction of Purchaser and ( e ) right of set - off to secure the performance of c ontracts, leases, letters of credit, statutory obli gations and other obligations of a similar nature, in each case in the ordinary course of business