definiens: means ( a ) any minor imperf ections of title or similar Encumbrance that do not, and would not reasonably be expected to, indiv idually or in the aggregate, materially impair the value or materially interfere with the use of, the Transferr ed Assets or the Product Technology, ( b ) Encumbranc es for Taxes that are not yet due and payable, ( c ) Encumbr ances that will be released at Closing, ( d ) statuto ry Encumbrances arising out of operation of Law with r espect to a Liability incurred in the ordinary cour se of business and which is not delinquent, ( e ) Encumbran ces incurred as a result of any facts or circumstan ces related to Buyer or its Affiliates and ( f ) Encumbrances set forth on Schedule 1.1(a )