definiens: means ( i ) Liens for Taxes that ( A ) are not yet due and payable, or ( B ) are being contested in good faith by appropriateproceedings and for which adequate reserves with respect thereto have specifically been established in the Financial Statements, to the extent requiredby GAAP, ( ii ) Liens for assessments and other governmental charges or landlords ’, carriers ’, warehousemen ’s, mechanics ’, repairmen ’s, workers ’ andother similar common law or statutory Liens arising or incurred in the ordinary course of business consistent with past practice, in each case that ( A)relate to obligations that are not delinquent or ( B ) the Company or any of the Company Subsidiaries is contesting in good faith by appropriateproceedings and for which adequate reserves have specifically been established in accordance with GAAP in the Audited Balance Sheet, ( iii ) zoning, entitlement, building and land use ordinances, codes and regulations imposed by any Governmental Authority that are not materially violated by or do notplace any material restrictions or limitations on any current use, occupancy or activity conducted by the Company or any of the Company Subsidiaries,(iv ) in the case of the Leased Property, any Lien to which the fee simple interest ( or any superior leasehold interest ) is subject, ( v ) Liens in favor of thelessors on any personal property located at the demised premises under the Lease Agreements, ( vi ) real property easements, rights - of - way, encroachments, restrictions, conditions or imperfections of title or other similar Liens that have arisen in the ordinary course of business which, individually and in the aggregate, do not and would not materially impair the use ( or contemplated use ), utility or value of the applicable real property orotherwise materially impair the present or contemplated business operations at such location, ( vii ) non - exclusive licenses of Intellectual Property grantedin the ordinary course of business consistent with past practice, ( viii ) any Liens which are disclosed on the Financial Statements, ( ix ) Liens dischargedprior to the consummation of the Offer and ( x ) Liens incurred in the ordinary course of business consistent with past practice that would not reasonablybe expected to interfere adversely in a material way with the use of the properties or assets encumbered thereby