definiens: shall mean ( a ) any Encumbrance that arises out of Taxes either not yet due and payable or the validit y of which is being contested in good faith by appr opriate proceedings and for which accruals or reserves have been properly made on the Balance Sheet in accorda nce with GAAP, ( b ) mechanics ’, materialmen ’s, carriers ’, workmen ’s, warehouseman ’s, repairmen ’s, landlords ’ and similar liens granted or which arise in the ordinar y course of business for amounts which are not yet due and payable or are being contested in good faith by app ropriate proceedings and for which appropriate rese rves have been established in accordance with GAAP on the Bal ance Sheet, ( c ) in the case of any Contract, Encumb rances that are restrictions against the transfer or assig nment thereof that are included in the terms of suc h Contract, ( d ) any In - bound License or any Out - bound License a s in effect on the date hereof or that have terms t hat survive A-9