definiens: mean ( a ) mechanics ’, carriers ’, workmen ’s, warehousemen ’s, repairmen ’s, landlord ’s or other like Liens incurred in theOrdinary Course of Business as to which there is no default or amounts due and payable on the part of the Company or any of its Subsidiariesor which Liens are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained inaccordance with GAAP, ( b ) Liens for Taxes, assessments and other governmental charges and levies ( i ) that are not yet due and payable asof the Merger Closing Date or ( ii ) the amount or validity of which are being contested in good faith by appropriate proceedings and for whichadequate reserves have been maintained in accordance with GAAP, ( c ) easements, rights - of - way, whether or not shown by the publicrecords, overlaps, encroachments and any matters not of record that would be disclosed by an accurate survey or a personal inspection of thereal property ( other than such matters that, individually or in the aggregate, materially adversely impair the current use of the subject realproperty ), ( d ) Liens imposed or promulgated by Law with respect to real property and improvements, including building codes, zoningregulations and land use Laws regulating the use or occupancy of any Real 68Property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over any such RealProperty and which are not violated by the current use or occupancy of such Real Property or the operation of the business conductedthereon, ( e ) in the case of any Leased Real Property, Liens that affect the fee estate of the owner of the Leased Real Property,(f ) non - exclusive licenses entered into in the Ordinary Course of Business ( g ) Liens discharged and released at or prior to the Effective Timeand ( h ) in the case of any Company Intellectual Property, licenses under Intellectual Property used by the Company or its Subsidiaries in ornecessary for the conduct of the business of the Company or any of its Subsidiaries