definiens: means ( a ) Liens for utilities, assessments, Taxes or other governmental chargesthat are not yet due and payable or are being contested in good faith through appropriate proceedings with adequatereserves, ( b ) Liens incurred in the ordinary course of business consistent with past practice, ( c ) Liens reflected orreserved against or otherwise disclosed on the balance sheets included in the Financial Statements or notes theretoor securing liabilities reflected in such balance sheets or notes thereto, ( d ) construction, mechanics ’, carriers’,workers ’, repairers ’, materialmen ’s, warehousemen ’s, lessor ’s, landlord ’s and other similar Liens arising or incurred inthe ordinary course of business for amounts that are not yet due and payable or are being contested in good faiththrough appropriate proceedings, ( e ) easements, restrictive covenants, conditions, rights of way and similarencumbrances or impediments against any assets or properties of an entity which individually or in the aggregate donot materially interfere with the business of such entity or the operation or occupancy of the property to which theyapply, ( f ) Liens granted to any financing source at the Closing in connection with any financing by Buyer of thetransactions contemplated hereby, ( g ) zoning, building codes and other land use Laws regulating the use oroccupancy of real property or the activities conducted thereon which are imposed by any Governmental Authorityhaving jurisdiction over such real property, ( h ) any Liens disclosed in the Disclosure Schedule, ( i ) minor irregularitiesand defects of title which individually or in the aggregate do not materially interfere with an entity ’s business or theoperation or occupancy of the property to which they apply, ( j ) matters disclosed on the existing title policies, titlecommitments and/or surveys, which have been previously provided or made available to Buyer, and ( k ) any Lien orother matter affecting the right, title or interest of a licensor, sublicensor, lessor or sublessor under any license, sublicense, lease or sublease agreement or in the property being licensed, sublicensed, leased or subleased, and anystatutory Lien of any licensor, sublicensor, lessor or sublessor under a real property license, sublicense, lease orsublease