definiens: means ( i ) Encumbrances disclosed on the Most Recent Balance Sheet, ( ii ) real estate taxes, assessments and other governmental levies, fees or charges that are not due and payable as of the Closing Date, or that are being contested in good faith, ( iii ) mechanics, carriers, workmen, warehou seman, repairmen and materialmen liens and similar liens for labor, materials or supplies incurred in the ordinary course of business for amounts that are not due and payable, or that are being contested in good faith by appropriate proceedings and for whi ch appropriate reserves have been established in accordance with GAAP in the financial statements of the Acquired Companies, ( iv ) zoning, building codes and other land use Law regulating the use or occupancy of real property or the activities conducted the reon that are imposed by any Governmental Entity having jurisdiction over such real property that are not violated by the current use or occupancy of real property or the operation of the business thereon, ( v ) any Company Inbound License and any Company Ou tbound License as in effect on the date hereof, ( vi ) restrictions of record identified in any title reports obtained by or made available to Parent, or easements, covenants, conditions, restrictions, defects and other similar matters of record affecting ti tle to real property that do not or would not materially impair the use or occupancy of such real property in the operation of the business conducted thereon, ( vii ) except with respect to the Owned Real Property, liens imposed by Law and ( viii ) deposits or pledges to secure the payment of workers ’ compensation, unemployment insurance, social security benefits or obligations arising under similar Laws, or to secure the performance of public or statutory obligations, surety or appeal bonds, and other obligati ons of a like nature, in each case in the ordinary course of business and which are not yet due and payable