definiens: means with respect to each parcel of Owned Real Property : ( a ) real estatetaxes, assessments and other governmental levies, fees, or charges imposed with respect tosuch Owned Real Property to the extent they are ( i ) not due and payable as of the Closing Dateor ( ii ) being contested in good faith by appropriate proceedings ; ( b ) mechanics liens and similarliens for labor, materials, or supplies provided with respect to such Owned Real Property incurredin the Ordinary Course of Business for amounts that are ( i ) not delinquent and not, in theaggregate, material in amount or effect on the Business or ( ii ) securing payment of less than$50,000 or ( iii ) being contested in good faith by appropriate proceedings ; ( C ) zoning, buildingcodes, and other land use laws regulating the use or occupancy of such Owned Real Property orthe activities conducted thereon that are imposed by any Governmental Entity having jurisdictionover such Owned Real Property ; and ( D ) easements, covenants, conditions, restrictions, andother similar matters affecting title to such Owned Real Property and other similar title defects notsecuring the payment of money that do not or would not materially impair the value, use oroccupancy of such Owned Real Property in the operation of the Business