definiens: means ( i ) Liens for unpaid Taxes that are not delinquent or are being contested in good faith byappropriate proceedings promptly instituted and diligently conducted and for which adequate reserves are maintainedon the books of the Company Parties ( as applicable ), ( ii ) the interests of lessors under operating leases, ( iii ) statutoryLiens in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers or suppliers, incurred in theordinary course of business and not in connection with the borrowing of money, and which Liens are for sums notdelinquent or sums being contested in good faith by appropriate proceedings promptly instituted and diligentlyconducted and for which adequate reserves are maintained on the books of the Company Parties ( as applicable ), ( iv)Liens arising from deposits made in connection with obtaining worker ’s compensation or other unemploymentinsurance, ( v ) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely tooperating leases of personal property entered into in the ordinary course of business, ( vi ) Liens in favor of customsand revenue authorities arising as a matter of Applicable Law to secure payment of customs duties in connectionwith the importation of goods in the ordinary course of business, ( vii ) non - exclusive licenses of Intellectual PropertyRights granted by a Company Party ( as applicable ) in the ordinary course of business, ( viii ) with respect to realproperty easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, ineach case which do not and will not interfere in any material respect with the ordinary conduct of the business of aCompany Party ( as applicable ), ( ix ) security deposits to public utilities or to any municipalities or GovernmentalAuthority or other public authorities when required by such utility, municipality, Governmental Authority or other publicauthority in connection with the supply of services or utilities, ( x ) Liens disclosed on the Balance Sheet securingSpecified Closing Indebtedness that will be released at the Closing, and ( xi ) any Liens described on the CompanyDisclosure Schedule