definiens: means ( a ) liens, taxes, assessments and other governmental charges, in each case, notyet due and payable or which are being contested in good faith by appropriate proceedings and are reserved for in full onthe Most Recent Balance Sheet or reserved for in full since the date of the Most Recent Balance Sheet in accordance withGAAP, ( b ) statutory, mechanics ’, laborers ’ and materialmen liens arising in the Ordinary Course of Business for sums notyet due, ( c ) statutory and contractual landlord liens under leases pursuant to which the Company is a lessee and not inDefault, ( d ) with regard to real property, any and all matters of record as of the date of this Agreement in the jurisdictionwhere the real property is located including restrictions, reservations, covenants, conditions, oil and gas leases, andmineral severances, in each case that do not impair the use of such real property in the operation of the Company’sbusiness, ( e ) with regard to real property, any easements, rights - of - way, building or use restrictions, prescriptive rights, encroachments, protrusions, rights and party walls in each case that do materially impair the use of such real property inthe operation of the Company ’s business ; ( f ) liens securing rental payments under capital lease arrangements to theextent they are imposed only upon the leased equipment ; ( g ) pledges or deposits made in the Ordinary Course ofBusiness which do not in the aggregate materially detract from the value of the related assets or properties or materiallyimpair the use thereof in the operation of the Company ’s business ; and ( h ) the Buyer Promissory Note