definiens: means ( i ) any Liens for utilities or Taxes ( A ) not yet due and payable or ( B ) which are being contested in good faith byappropriate proceedings and with respect to which adequate reserves have been established in accordance with GAAP, ( ii ) carriers ’, warehousemen’s, mechanics ’, materialmen ’s, repairmen ’s or other similar Liens, ( iii ) pledges or deposits in connection with workers ’ compensation, unemploymentinsurance and other social security legislation, ( iv ) gaps in the chain of title evident from the records of the applicable Governmental Authority maintainingsuch records, easements, rights - of - way, covenants, restrictions and other encumbrances of record as of the date of this Agreement, ( v ) easements, rights - of - way, covenants, restrictions and other encumbrances incurred in the ordinary course of business that do not materially detract from the value orthe use of the property subject thereto, ( vi ) statutory landlords ’ liens and liens granted to landlords under any lease, ( vii ) non - exclusive licenses grantedunder Intellectual Property Rights in the ordinary course of business, ( viii ) any purchase money security interests, equipment leases or similar ﬁnancingarrangements, ( ix ) any Liens which are disclosed on the Company Balance Sheet ( in the case of Liens applicable to the Company or any of itsSubsidiaries ) or the Parent Balance Sheet ( in the case of Liens applicable to Parent or any of its Subsidiaries ), or the notes thereto, ( x ) any Liens that aredischarged at or prior to the Closing or ( xi ) any Liens that are not material to the Company and its Subsidiaries or Parent and its Subsidiaries, asapplicable, taken as a whole