definiens: means : ( a ) Encumbrances for Taxes, assessments, charges, levies or other claimsnot yet due and payable or being contested in good faith ; ( b ) materialmen ’s, mechanics ’, landlords ’ ( includingstatutory, common law or contractual ), carriers ’, workmen ’s and repairmen ’s Encumbrances arising in the OrdinaryCourse of Business and which do not, individually or in the aggregate, materially detract from the value of or impairthe use of, any of the assets or properties of the Company ; ( c ) with respect to the Leased Real Property, ( i ) statutory, common law and contractual landlord ’s Encumbrances under any Lease, ( ii ) any and all Encumbrances encumberingthe underlying fee interest of the Leased Real Property, ( iii ) such customary imperfections or irregularities of title, declarations, covenants, easements, rights - of - way, building or use restrictions, prescriptive rights, protrusions, rightsand party walls existing restrictions, conditions, ordinances, charges or encumbrances or similar A-14restrictions existing or of record, relating to such Leased Real Property, or that are visible or would be disclosed by anALTA survey of such Leased Real Property, and ( iv ) zoning, building, entitlement and other land use or EnvironmentalLaws or regulations pertaining to such Leased Real Property ; ( d ) restrictions on transfer arising under applicable stateand federal securities laws ; and ( e ) Encumbrances arising from actions or omissions by the Parent, Merger Sub orany of their respective affiliates