definiens: or means an employee pension benefit plan ( as such term is defined in Section 3(2 ) of ERISA ) that is intended to qualify under Section 401 ( a ) of the Code, is subject to the funding requirements of Section 412 of the Code and is maintained by Sellers or an ERISA Affiliate . 8 1.62 shall mean each of the following as to which no enforcement, collection, execution or foreclosure proceeding shall have been commenced : ( i ) any Encumbrances specifically disclosed in the Financial Statements ; ( ii ) liens for Taxes, assessments and other governmental charges not yet due and payable ; ( iii ) immaterial mechanics ', workmen 's, repairmen 's, warehousemen 's, carriers ' or other like liens arising or incurred in the ordinary course of business or other Encumbrances that are a matter of public record ; ( iv ) with respect to Real Property, ( A ) easements, quasi - easements, licenses, covenants, rights - of - way, and other similar restrictions, including without limitation any other agreements, conditions or restrictions, in each case, which are a matter of public record and which would not, individually or in the aggregate, materially adversely affect the use of such property in the manner currently being utilized by the Business, ( B ) any conditions that would be shown by a current surveyor physical inspection and ( C ) zoning, building and other similar restrictions pursuant to Applicable Laws ; and ( v ) other Encumbrances which, individually or in the aggregate with such other Encumbrances, are not material and would not be required to be disclosed or reflected on a combined balance sheet of the Business prepared in accordance with GAAP and which would not, individually or in the aggregate, materially adversely affect the use of such property in the manner currently being utilized by the Business