definiens: shall mean ( a ) any Encumbrance for Taxes that are not due and payable or the validity of which is being conteste d in good faith by appropriate proceedings ; ( b ) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business consistent with past practice under the terms of any Contracts to which the relevant Party is a party or under general principles of commercial or government contract law ( including mechanics ’, materialmen ’s, carriers ’, workmen ’s, warehouseman ’s, repairmen ’s, landlords ’ and similar liens granted or which arise in the ordinary course of business consistent with past practice ) ; ( c ) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in A-12 the terms of such Contract ; ( d ) in the case of real property, Encumbrances that are easements, rights -of - way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business consistent with past practice and which, individually or in the aggregate, do not and would not materially impair the use ( or contemplated use ), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report ; and ( e ) licenses of or other grants of rights to use or obligations in respect of Intellectual Property ( i ) which ( A ) are written and not required to be set forth on the Company Disclosure Schedule or ( B ) after the date hereof, are expressly permitted to be entered into under Section 5.2(b ) of the Agreement or ( ii ) the terms and conditions of which have been provided or made availabl e to Parent or Parent ’s Representatives on or prior to the date hereof