definiens: means with respect to any Acquired Asset : ( a ) Taxes, assessments and other governmentallevies, fees, or charges imposed that are not due and payable as of the Closing Date ( b ) mechanics ' liens and similarliens for labor, materials, or supplies incurred in the Ordinary Course of Business for amounts that are not due andpayable as of the Closing Date ; ( c ) zoning, building codes, and other land use laws regulating use or occupancy ofany real property or the activities conducted thereon that are imposed by any Governmental Authority that are notviolated by the current use or occupancy of such real property or the operation of the Business as currentlyconducted thereon ; ( d ) easements, covenants, conditions, restrictions, and other similar matters of record affectingtitle to real property which do not or would not impair the use or occupancy of such real property in the operation ofthe Business as currently conducted thereon ; ( e ) restrictions on transfer imposed by Law ; and ( f ) liens securing rentalpayments under capital lease arrangements