THESE EFFECTS, IN SUBSTANTIALLY THE FORM OF EXHIBIT 8.2.1 IF A REVOLVING CREDIT
LOAN, A SWING LINE LOAN OR A LETTER OF CREDIT IS REQUESTED, IN EACH CASE SIGNED
BY A FINANCIAL OFFICER.
8.2.2
LEGALITY, ETC.
THE MAKING OF THE REQUESTED
EXTENSION OF CREDIT SHALL NOT (A) SUBJECT ANY LENDER TO ANY PENALTY OR SPECIAL
TAX (OTHER THAN A TAX FOR WHICH THE BORROWERS ARE REQUIRED TO REIMBURSE THE
LENDERS UNDER SECTION 3.5.2), OR (B) BE PROHIBITED BY ANY LEGAL REQUIREMENT.
8.3
VECO Acquisition Conditions.
The obligation
of the Lenders to make an extension of credit pursuant to Section 2 for the
purpose of financing a portion of the purchase price of the VECO Acquisition or
to refinance existing Indebtedness of VECO and its Subsidiaries shall be subject
to the satisfaction, on or before the consummation date of the VECO Acquisition,
of each condition set forth in this Section 8.3, as well as the further
conditions in Section 8.2 (all such conditions, collectively, the "VECO
Acquisition Conditions").
8.3.1
APPROVALS.
ALL NECESSARY OR APPROPRIATE CONSENTS,
WAIVERS, APPROVALS AND AUTHORIZATIONS OF ANY GOVERNMENTAL AUTHORITY,
ADMINISTRATIVE AGENCY OR ANY OTHER PERSON
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OF THE VECO ACQUISITION SHALL HAVE BEEN OBTAINED AND SHALL BE IN FULL FORCE AND
EFFECT (OR ANY APPLICABLE WAITING PERIODS, INCLUDING UNDER THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENTS ACT OF 1976 OR SIMILAR FOREIGN STATUTES, SHALL HAVE
EXPIRED), AS DETERMINED BY THE AGENT.
8.3.2
PURCHASE DOCUMENTS; CONSUMMATION OF VECO
ACQUISITION IN COMPLIANCE WITH APPLICABLE LAWS.
THE VECO PURCHASE AGREEMENT AND
THE TERMS AND CONDITIONS THEREOF SHALL BE SUBSTANTIALLY THE SAME IN ALL MATERIAL
RESPECTS TO THOSE SET FORTH IN THE VECO LETTER OF INTENT, AND ALL OTHER MATERIAL
AGREEMENTS AND DOCUMENTS CONTEMPLATED THEREBY EFFECTING THE CONSUMMATION OF THE
VECO ACQUISITION SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
AGENT; AND THE VECO ACQUISITION SHALL BE CONSUMMATED IN COMPLIANCE, IN ALL
MATERIAL RESPECTS, WITH APPLICABLE LAWS.
8.3.3
NO LITIGATION.
NO LITIGATION, AT LAW OR IN EQUITY,
OR ANY PROCEEDING BEFORE ANY COURT, BOARD OR OTHER GOVERNMENTAL OR
ADMINISTRATIVE AGENCY (INCLUDING ANY GOVERNMENTAL AUTHORITY) OR ANY ARBITRATOR
SHALL BE PENDING OR OVERTLY THREATENED AGAINST OR AFFECTING ANY OBLIGOR, VECO,
OR ANY OF THEIR RESPECTIVE SUBSIDIARIES WHICH SEEKS TO ENJOIN OR OTHERWISE
QUESTIONS THE VALIDITY OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THE VECO
PURCHASE AGREEMENT (INCLUDING THE VECO ACQUISITION) OR BY THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT TO WHICH ANY OBLIGOR IS A PARTY.
8.3.4
VECO MATERIAL ADVERSE EFFECT.
EXCEPT AS SET FORTH
ON EXHIBIT 8.3.4, NO EVENT OR CIRCUMSTANCE HAS OCCURRED SINCE MARCH 31, 2007
THAT COULD BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, IN THE
AGENT'S OR IN REQUIRED LENDERS' REASONABLE OPINION, ON (A) THE BUSINESS, ASSETS,
CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS OR PROSPECTS OF VECO AND ITS
SUBSIDIARIES (ON A CONSOLIDATED BASIS, TO THE EXTENT SUCH SUBSIDIARIES OF VECO
ARE TO BE ACQUIRED IN THE VECO ACQUISITION), OR (B) THE ABILITY OF THE BORROWERS
AND ITS SUBSIDIARIES, ON A PRO FORMA BASIS AFTER GIVING EFFECT