definiens: means ( i ) Liens for Taxes and other governmental charges not yet due and payableor that are being contested in good faith by appropriate proceedings, which proceedings, if determinedadversely, would not have a Material Adverse Effect on Seller, ( ii ) landlords ’, mechanics ’, carriers’,warehousemen ’s, workers ’, repairers ’ and other similar Liens arising or incurred in the Ordinary Course ofBusiness relating to obligations which are not individually, or in the aggregate, material, for sums not yet dueand payable or which are being contested in good faith, ( iii ) other Liens or imperfections on property which arenot material in amount or do not materially detract from the value of or materially impair the existing use ofthe property affected by such Lien or imperfections, ( iv ) Liens relating to deposits made in the OrdinaryCourse of Business in connection with workers ’ compensation, unemployment insurance and other types ofsocial security or to secure the performance of leases, trade contracts or other similar agreements,(v ) purchase money security interests in respect of personal property arising or incurred in the ordinary courseof business and listed in the Disclosure Schedule, ( vi ) any Liens arising in the Ordinary Course of Business, to the extent that the related Liability therefor is included in the computation of Working Capital, ( vii ) any Liensto be released at Closing, and ( viii ) Liens arising as a result of the Buyer ’s acts, including any Liens grantedto any lender at the Closing in connection with any financing of the Purchase Price