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 and for which adequate r eserves have been established by the Seller Entitie s in accordance with GAAP ; ( 2 ) mechanics ’, materialmen ’s, architects ’, warehousemen ’s, landlords ’ and other like statutory Encumbrances arising or incurred in the o rdinary course of business, either securing payment s not yet due or that are being contested in good faith by ap propriate proceedings and for which appropriate res erves have been set aside ; ( 3 ) such Encumbrances as do not mat erially affect the use or value of the properties o r assets subject thereto or affected thereby or otherwise materially impair business operations at such properties ; ( 4 ) licenses and other grants in Intellectual Property Rights ; ( 5 ) z oning, building codes and other land use laws ; and ( 6 ) Encumbrances resulting from the action or inaction of Purchaser or any of its Affiliates