definiens: means any of the following : ( i ) any Lien ( x ) for Taxes not yet due or delinquent or ( y)for Taxes being contested in good faith by appropriate proceedings for which adequate reserves have been maintainedto the extent required by GAAP and which are not material in amount or effect on the Company ; ( ii ) zoning, planningand similar limitations and restrictions on, and all rights of any Governmental Authority to regulate any real propertythat would not reasonably be expected to impair the continued use and operation of the assets to which they relate inthe conduct of the business of the Company as presently conducted ; ( iii ) statutory or common law Liens in favor ofcarriers, warehousemen, mechanics and materialmen, and statutory or common law Liens to secure claims for labor, materials or supplies for amounts not yet due or that are being contested in good faith by appropriate proceedings forwhich adequate reserves have been maintained in accordance with GAAP ; ( iv ) pledges and deposits made in theOrdinary Course of Business in compliance with workers ’ compensation, unemployment insurance and otherApplicable Laws regarding social security ; ( v ) any Lien that is released on or prior to the Closing ; ( vi ) any Lien arisingin the Ordinary Course of Business by operation of Applicable Law with respect to a liability that is not yet due ordelinquent or that is being contested in good faith by the Company ; ( vii ) any Lien reflected in the FinancialStatements ; and ( viii ) any purchase money Lien arising in the Ordinary Course of Business