definiens: means : ( a ) Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings tothe extent an adequate reserve for the underlying Tax Obligation was reﬂected ( if required to be so reﬂected ) in the Final Net Cash / Debt Amount or FinalNet Working Capital ( or, prior to the Determination Date, the Estimated Net Cash / Debt Amount or Estimated Net Working Capital, respectively ) ; and(b ) statutory Liens or other Liens arising by operation of law, including mechanics ’, carriers ’, workers ’, repairers ’ and similar Liens, in each case arising orincurred in the Ordinary Course with respect to amounts not yet due and payable or being contested in good faith by appropriate proceedings with respectto which a reserve including such amounts is reﬂected in Final Net Working Capital ( or, prior to the determination of Final Net Working Capital, EstimatedNet Working Capital )