definiens: means, each of the following as are immaterial, individually or in the aggregate, inamount and would not impair the ownership or use of the Acquired Assets : ( a ) liens for current Taxes not yet due and payableor that are being contested in good faith by appropriate proceedings ; ( b ) deposits or pledges made in connection with, or tosecure payment of, workers ’ compensation, unemployment insurance or similar programs mandated by applicable Law orgovernmental regulations ; ( c ) statutory or common Law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies, and other like liens ; ( d ) the terms and conditions of ( i ) licenses for off - the - shelf software or generally available software, ( ii ) non - disclosure agreements, and ( iii ) materials transfer agreements oncustomary terms ; and ( e ) liens in favor of customs and revenue authorities arising as a matter of Law to secure payment ofcustoms duties in connection with the importation of goods