definiens: means each of the following Encumbrances : ( a ) liens for taxes, assessments and governmental charges that are not due and payable as of the Closing Date or are being contested in good faith ; ( b ) pledges or deposits made in the Ordinary Course of Business, for which an adjustment is set forth on Exhibit 2.06(a ) ; ( c ) liens of mechanics, materialmen, warehousemen or other like liens securing obligations incurred in the Ordinary Course of Business that are not due and payable as of the Closing Date or are being contested in good faith ; ( d ) similar liens and encumbrances which are incurred in the Ordinary Course of Business and which do not in the aggregate materially detract from the value of any Purchased Asset or materially impair the use thereof in the operation of the Business ; ( e ) zoning laws and ordinances and similar Legal Requirements regulating the use or occupancy of any parcel of Real Property or the activities conducted thereon that are imposed by any Governmental Authority having jurisdiction over such Real Property ; ( f ) rights reserved to any Governmental Authority to regulate the affected property ; and ( g ) as to any parcel of Real Property, any easements, rights­of - way, servitudes, permits, restrictions and minor imperfections or irregularities in title which are reflected in the public records and which do not individually or in the aggregate interfere with the right or ability to own, use, occupy or operate the Real Property or to convey good, marketable and indefeasible title to such Real Property