definiens: means any of the following : ( i ) any Lien ( x ) for Taxes not yet due or delinquent or ( y)for Taxes being contested in good faith by appropriate proceedings for which adequate reserves have been maintainedto the extent required by GAAP ; ( ii ) zoning, planning and similar limitations and restrictions on, and all rights of anyGovernmental Authority to regulate any real property that would not reasonably be expected to impair the continueduse and operation of the assets to which they relate in the conduct of the business of the Company as presentlyconducted ; ( iii ) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen, andstatutory or common law Liens to secure claims for labor, materials or supplies for amounts not yet due or that arebeing contested in good faith by appropriate proceedings for which adequate reserves have been maintained inaccordance with GAAP ; ( iv ) pledges and deposits made in the Ordinary Course of Business in compliance withworkers ’ compensation, unemployment insurance and other Applicable Laws regarding social security ; ( v ) any Lienthat is released on or prior to the Closing ; ( vi ) any Lien arising in the Ordinary Course of Business by operation ofApplicable Law with respect to a liability that is not yet due or delinquent or that is being contested in good faith by theCompany ; ( vii ) any Lien reflected in the Financial Statements ; and ( viii ) any purchase money Lien arising in theOrdinary Course of Business