rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that, individually or in the aggregate, would not have a Material Adverse Effect; and none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(dd) Each of the Company Entities owns or possesses adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of its business, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(ee) No relationship, direct or indirect, exists between or among any of the Company Entities, on the one hand, and the directors, officers, stockholders, holders of equity interests or other affiliates of any of the Company Entities, on the other hand, that is required by the Securities Act to be described in the Time of Sale Prospectus, which is not so described.
(ff) None of the Company Entities is and, as of the Closing Date and the applicable Option Closing Date, as the case may be, after giving effect to the offer and sale of the Shares and the application of the proceeds therefrom as described under Use of Proceeds in the Time of Sale Prospectus and the Prospectus, none of them will be, (i) an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the Investment Company Act) or (ii) a business development company (as defined in Section 2(a)(48) of the Investment Company Act).
(gg) Each of the Company Entities has paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof, and except as otherwise disclosed in the Time of Sale Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company Entities or any of their respective properties or assets.
(hh) Each of the Company Entities possesses all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities (Permits) that are necessary for the ownership or lease of its properties or the conduct of its business as described in the Time of Sale Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Time of Sale Prospectus, none of the Company Entities has received notice of any revocation or modification of any such Permits or has any reason to believe that any such Permits will not be renewed in the ordinary course.