definiens: shall mean ( 1 ) statutory En cumbrances for Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings ; ( 2 ) mechanics ’, materia lmen ’s, architects ’, warehousemen ’s, landlords ’ and other like statutory Encumbrances arising or incurred in the ordinary course of business, either securing pa yments not yet due or that are being contested in good faith b y appropriate proceedings and for which appropriate reserves have been set aside ; ( 3 ) such Encumbrances arising in the ordinary course of business and not incurred in connection with the borrowing of money as do not ma terially affect the use or value of the properties or assets subject thereto or affected thereby or otherwise ma terially impair business operations at such propert ies and that do not materially impair the value, merchantability or continued use of the Purchased Assets ; ( 4 ) non- exclusive ( or immaterial exclusive in - bound ) licenses in Inte llectual Property Rights granted in the ordinary co urse of business having an aggregate value of no more than $ 150,000 per license ; ( 5 ) zoning, building codes an d other land use laws that do not materially impair the val ue, merchantability or continued use of the Purchas ed Assets and ( 6 ) Encumbrances resulting from the action or i naction of Purchaser or any of its Affiliates . For the avoidance of doubt, any Encumbrance arising under t he Code or ERISA in connection with any Employee Pl an is not a Permitted Encumbrance