Common use of Permitted Encumbrance Clause in Contracts

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for Taxes (i) that are not due and payable or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) any Encumbrance under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (e) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes (i) that are either not yet due and payable or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established properly made on the Balance Sheet in accordance with GAAP, (b) any Encumbrance under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business)business for amounts which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP on the Balance Sheet, (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (d) any In-bound License or any Out-bound License as in effect on the date hereof or that have terms that survive as of the date hereof and (e) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property and which are not violated by the current or that are otherwise set forth on a title reportcontemplated use, (f) non-exclusive licenses occupancy and operation of Intellectual Property Rights granted in such real property or the ordinary course operation of business, and (g) Encumbrances securing the obligations under business of the Credit Agreement (which will be terminated in connection with the Closing)Acquired Corporations thereon.

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes (i) that are not yet due and payable or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate appropriate reserves have been established in accordance with GAAPGAAP in the consolidated financial statements of the Acquired Companies, (b) any Encumbrance under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business)business for amounts which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP in the consolidated financial statements of the Acquired Companies, (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (d) any In-bound License and any Out-bound License as in effect on the date hereof and (e) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property which are not violated by the current (or that are otherwise set forth on a title reportcontemplated) use, (f) non-exclusive licenses occupancy and operation of Intellectual Property Rights granted in such real property or the ordinary course operation of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing)business of any Acquired Company thereon.

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes (i) that are not due in default and payable without penalty or (ii) interest or the validity of which is being contested in good faith by appropriate proceedings and for which adequate appropriate reserves have been established in the consolidated financial statements of the Acquired Corporations in accordance with GAAP, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the Ordinary Course of Business under the terms of any Contracts to which the relevant party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course Ordinary Course of businessBusiness), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such ContractContract or any nonexclusive license of intellectual property granted in the Ordinary Course of Business, and (e) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course Ordinary Course of business Business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes either (i) that are not due and payable delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such ContractContract or any non-exclusive license of intellectual property granted to service providers of the Company in the ordinary course of business, (d) any Encumbrances for which appropriate reserves have been established in the consolidated financial statements of the Company, (e) any non-exclusive, non-material licenses granted by or to the Company in the ordinary course consistent with past practice and (f) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title reportreport and which, (f) non-exclusive licenses of Intellectual Property Rights granted individually or in the ordinary course aggregate, do not and would not materially impair the use (or contemplated use), utility or value of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing)applicable real property.

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes (i) that are either not due and payable delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate appropriate reserves have been established made in accordance with GAAP, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business consistent with past practice under the terms of any Contracts to which the relevant party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business)) which are not yet delinquent, (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (d) Encumbrances included in the express terms of (i) any In-bound License or Out-bound License made available to Parent and Parent’s Representatives (other than any Encumbrances arising only upon a breach or default under or termination of such In-bound License or Out-bound License) or (ii) material transfer agreements, sponsored research agreements, nondisclosure agreements, non-material services agreements, or non-exclusive out-bound licenses with clinical trial sites, subcontractors and vendors, in each case, entered into in the ordinary course of business where the license of Company IP is incidental to and not material to performance under the applicable agreement and (e) in the case of real property, Encumbrances that are recorded easements, rights-of-way, encroachments, restrictions, conditions and other similar recorded Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing)property.

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes (i) that are either not due and payable delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAPproceedings, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, excluding any In-bound License or Out-bound License, (d) any Encumbrances for which appropriate reserves have been established in the consolidated financial statements of the Company, (e) any non-exclusive licenses granted in the ordinary course of business and (f) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes (i) that are not due in default and payable without penalty or (ii) interest or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAPproceedings, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such ContractContract or in the case of any non-exclusive In-bound License or non-exclusive Out-bound License, Encumbrances that are restrictions on any licenses or rights granted thereunder, (ed) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrances disclosed on the consolidated balance sheet of such Person included in the most recent annual report filed by such Person with the SEC prior to the date hereof, (b) any Encumbrance for Taxes (ix) that are not due and payable or (iiy) the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the applicable financial statements, in accordance with GAAP, (bc) any Encumbrance representing the rights of customers, suppliers, service providers and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant Party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof of such Contract that are included in the terms of such ContractContract (to the extent not expressly included in the definition of “Encumbrances”), (e) any Encumbrances for which appropriate reserves have been established in the consolidated financial statements of such Person (e) any interest or title of a lessor under leases (other than leases required to be capitalized under GAAP) entered into by the Company or its Subsidiaries in the ordinary course of business, (f) any non-exclusive licenses of any IP Rights granted by the Company in the ordinary course of business, and (g) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business business, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property, in each case, which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes (i) that are either not due and payable delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established maintained in accordance with GAAPGAAP in the consolidated financial statements of the Company, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors arising in the ordinary course of business under the terms of any Contracts to which the relevant party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which Table of Contents arise in the ordinary course of business)) for amounts that are not yet due and payable and for which adequate reserves have been established in accordance with GAAP in the consolidated financial statements of the Company, (c) any interest Encumbrances securing Indebtedness or title other liabilities disclosed on, and for which appropriate reserves have been established in, the consolidated financial statements of a lessor under leases the Company, (other than capital leasesd) entered into by the any non-exclusive Company Outbound IP Licenses granted in the ordinary course of business, business consistent with past practice and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (e) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) (i) any Encumbrance for Taxes (i) that are not due and payable or and (ii) any Encumbrance for Taxes the validity of which is being contested in good faith by appropriate proceedings and for which adequate appropriate reserves have been established in accordance with GAAP, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant Party is a party or bound under general principles of commercial or government contract law for amounts not yet due and payable or that are being contested in good faith by appropriate proceedings (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens Encumbrances granted or which arise in the ordinary course of businessbusiness and under which there is no default by the Acquired Corporations), (c) any interest or title of a lessor lessor, sublessor or similar Person under leases leases, subleases or similar arrangements (other than capital leases) entered into by the Company or its Subsidiaries in the ordinary course of businessbusiness which does not materially interfere with or impair the value, and any Encumbrance related theretouse (or contemplated use) or utility of such lease, sublease or similar arrangement, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (e) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property which are not violated by the current use or that are otherwise set forth on a title reportoccupancy of the Leased Real Property in any material respect, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of businessEncumbrances to secure obligations arising under workers’ compensation, unemployment insurance and social security Legal Requirements, (g) Encumbrances reflected in the Company SEC Documents securing indebtedness or liabilities that are reflected in the obligations under Company SEC Documents and (h) Encumbrances that do not, individually or in the Credit Agreement (which will be terminated in connection with aggregate, materially impair the Closing)existing use of the assets or property of the Person affected by such Encumbrance or otherwise materially impair business operations.

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes (i) that are not due in default and payable without penalty or (ii) interest or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAPproceedings, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (d) in the case of any non-exclusive In-bound License or non-exclusive Out-bound License, Encumbrances that are restrictions on any license or right granted thereunder, and (e) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for Taxes (i) that are not due and payable or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have a reserve has been established in accordance with GAAP, (b) any Encumbrance under general principles Encumbrances of commercial or government contract law (including carriers, warehousemen, mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’slaborers, repairmen’sand repairmen or other like Encumbrances, landlords’ in each case, disclosed to Parent and similar liens granted imposed or which arise permitted by Legal Requirements in the ordinary course of business)business for amounts that are not due and payable and which are not, individually or in the aggregate, significant, (c) Encumbrances arising under or created by any interest or title of a lessor under leases Lease (other than capital leasesleases and leases underlying sale and leaseback transactions) entered into affecting the underlying fee interest of the applicable Leased Real Property in favor of the landlord thereunder in accordance with the terms of such Lease that are not caused by a default by the Company or any of its Subsidiaries and do not, individually or in the ordinary course aggregate, materially impair the business operations of business, and any Encumbrance related theretothe Company and/or its Subsidiaries, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the express terms of such Contract, (e) in the case licenses of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and or other similar Encumbrances incurred grants of rights to use or suffered obligations with respect to Intellectual Property Rights in the ordinary course of business and whichbusiness, individually or (f) in the aggregatecase of Real Property, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations Legal Requirements imposed by Governmental Bodies having jurisdiction over such real property Real Property which are not violated by the current use or that are otherwise set forth on a title reportoccupancy of the applicable Real Property and which do not, (f) non-exclusive licenses of Intellectual Property Rights granted individually or in the ordinary course aggregate, materially impair the value, occupancy or use of businessthe Real Property subject thereto, and (g) Encumbrances securing the obligations under the Credit Agreement relating to intercompany borrowings among a Person and its wholly owned subsidiaries, (which will be terminated h) pledges or deposits in connection with workers’ compensation, unemployment insurance, and other social security legislation, (i) Encumbrances imposed or promulgated by applicable Legal Requirements or any Governmental Body with respect to real property, including zoning, building, land use or similar restrictions but only to the Closing)extent that Company and its Subsidiaries and their assets are materially in compliance with the same, and (j) any Encumbrances arising under the Existing Indebtedness and the other loan documents related thereto to be released pursuant to the terms of the Payoff Letter.

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for Taxes (i) that are not due and payable or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves provisions have been established in accordance with recorded to the extent required by GAAP, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business consistent with past practice under the terms of any Contracts to which the relevant Party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of businessbusiness consistent with past practice), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company or its Subsidiaries in the ordinary course of businessbusiness and under which there is no default by the Company or its Subsidiaries, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (e) non-exclusive licenses with respect to Intellectual Property Rights entered into in the ordinary course of business, (f) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business consistent with past practice and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, report and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated 3.50% Convertible Secured Notes due February 15, 2026 in connection accordance with the Closing)applicable Convertible Notes Indentures.

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for Taxes (i) that are not due and payable or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAPproceedings, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business consistent with past practice under the terms of any Contracts to which the relevant Party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of businessbusiness consistent with past practice), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company or its Subsidiaries in the ordinary course of businessbusiness consistent with past practice, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (e) licenses of Intellectual Property Rights, including Out-bound Licenses, and (f) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business consistent with past practice and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes (i) that are either not due and payable delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAPproceedings, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant party is a party or under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such ContractContract or any license of intellectual property, (d) any Encumbrances for which appropriate reserves have been established in the consolidated financial statements of the Acquired Corporations, (e) any In-bound License or Out-bound License, and (f) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for Taxes (i) that are not due and payable or (ii) the validity of which is being contested in good faith by appropriate proceedings and and, in each case, for which adequate reserves have a reserve has been established in accordance with GAAP, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business under any Contract to which the relevant Party is a party pursuant to the terms of such Contract (or under general principles of commercial or government contract law law) for amounts not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings and, in each case, for which a reserve has been established in accordance with GAAP (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business), (c) any interest or title of a lessor under leases any Lease (other than capital leases) entered into by the Company incurred or suffered in the ordinary course of businessbusiness which, and any Encumbrance related theretoas to the relevant Acquired Corporation, does not, individually or in the aggregate, materially impair the value or use of the real property subject to such Lease, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, (e) licenses of or other grants of rights to use or obligations with respect to Intellectual Property Rights in the ordinary course of business and (f) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar (1) Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, location or (2) zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property which are not violated by the current use or that are otherwise set forth on a title report, (f) non-exclusive licenses occupancy of Intellectual Property Rights granted such real property in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing)any material respect.

Permitted Encumbrance. “Permitted Encumbrance” shall mean (a) any Encumbrance for that arises out of Taxes either (ix) that are not due and payable delinquent or (iiy) the validity of which is being contested in good faith by appropriate proceedings and for which adequate appropriate reserves have been established in accordance with the consolidated financial statements of the Company to the extent required by GAAP, (b) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant party is a party or Table of Contents under general principles of commercial or government contract law (including mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar liens granted or which arise in the ordinary course of business), (c) any interest or title of a lessor under leases (other than capital leases) entered into by the Company in the ordinary course of business, and any Encumbrance related thereto, (d) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, excluding any In-bound License or Out-bound License, (d) any Encumbrances for which appropriate reserves have been established in the consolidated financial statements of the Company, (e) any non-exclusive licenses of Intellectual Property Rights granted to service providers in the ordinary course of business and (f) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forth on a title report, (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business, and (g) Encumbrances securing the obligations under the Credit Agreement (which will be terminated in connection with the Closing).