Common use of Corporate Documents; Proceedings; etc Clause in Contracts

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Administrative Agent shall have received a certificate, dated the Effective Date, signed by the Secretary or an Assistant Secretary of each Credit Party (or from the Secretary or an Assistant Secretary of the general partner of each Credit Party that is a limited partnership), in the form of Exhibit F (or such other form as is acceptable to the Administrative Agent) with appropriate insertions, together with copies of the declaration of trust, certificate of incorporation and by-laws or other organizational documents (including partnership agreements and certificates of partnership and limited liability company agreements and certificates of limited liability company and any shareholder agreements) of each such Credit Party and the resolutions of each Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent. (b) All trust, corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other documents in effect on the Effective Date shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership or governmental authorities. (c) On the Effective Date, the Administrative Agent shall have received a certificate, dated the Effective Date and signed by an Authorized Officer of the U.S. Borrower, certifying that all of the applicable conditions set forth in Sections 6.07, 6.08 and 6.12 have been satisfied as of the Effective Date (except to the extent that any such conditions require a determination to be made by the Administrative Agent and/or the Required Banks).

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Administrative Agent shall have received a certificate, dated the Effective Date, signed by the Secretary or an Assistant Secretary of each Credit Party (or from the Secretary or an Assistant Secretary of the general partner of each Credit Party that is a limited partnership), in the form of Exhibit F (or such other form as is acceptable to the Administrative Agent) with appropriate insertions, together with copies of the declaration of trust, certificate of incorporation and by-laws or other organizational documents (including partnership agreements and certificates of partnership and limited liability company agreements and certificates of limited liability company and any shareholder agreements) of each such Credit Party and the resolutions of each Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent. (b) All trust, corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other documents in effect on the Effective Date shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership or governmental authorities. (c) On the Effective Date, the Administrative Agent shall have received a certificate, dated the Effective Date and signed by an Authorized Officer of the U.S. Borrower, certifying that all of the applicable conditions set forth in Sections 6.07, 6.08 and 6.12 have been satisfied as of the Effective Date (except to the extent that any such conditions require a determination to be made by the Administrative Agent and/or the Required Banks).

Corporate Documents; Proceedings; etc. (a) On the Effective Borrowing Date, the Administrative Agent Joint Lead Arrangers shall have received a certificatean Officers’ Certificate from each Credit Party, dated the Effective Borrowing Date, signed by the Secretary or an Assistant Secretary of each Credit Party (or from the Secretary or an Assistant Secretary of the general partner of each Credit Party that is a limited partnership), substantially in the form of Exhibit F (or such other form as is acceptable to the Administrative Agent) E with appropriate insertions, together with copies of the declaration of trust, certificate or articles of incorporation and by-laws (or other equivalent organizational documents (including partnership agreements and certificates documents), as applicable, of partnership and limited liability company agreements and certificates of limited liability company and any shareholder agreements) of each such Credit Party and the resolutions of each such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentJoint Lead Arrangers. (b) All trustOn the Borrowing Date, the Joint Lead Arrangers shall have received all corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other documents in effect on the Effective Date Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required BanksJoint Lead Arrangers, and the Administrative Agent Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which the Administrative Agent Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership partnership, limited liability company or governmental authorities. (c) On the Effective Borrowing Date, the Administrative Agent Joint Lead Arrangers shall have received a certificate, dated the Effective Borrowing Date and signed on behalf of Aleris by an Authorized Officer the chairman of the U.S. Borrowerboard, the chief executive officer, the chief financial officer, the president or any vice president of Aleris, certifying on behalf of Aleris that all of the applicable conditions set forth in Sections 6.075.04, 6.08 5.05, 5.06, 5.07, 5.08 and 6.12 5.13 have been satisfied as of the Effective Date (except to the extent that any on such conditions require a determination to be made by the Administrative Agent and/or the Required Banks)date.

Corporate Documents; Proceedings; etc. (a) On the Effective Borrowing Date, the Administrative Agent Joint Lead Arrangers shall have received a certificatecertificate from each Credit Party, dated the Effective Borrowing Date, signed by the Secretary or an Assistant Secretary of each Credit Party (or from the Secretary or an Assistant Secretary chairman of the general partner board, the chief executive officer, the president, the chief financial officer or any vice president of each such Credit Party that is a limited partnership)Party, and attested to by the secretary or any assistant secretary of such Credit Party, substantially in the form of Exhibit F (or such other form as is acceptable to the Administrative Agent) E with appropriate insertions, together with copies of the declaration of trust, certificate or articles of incorporation and by-laws (or other equivalent organizational documents (including partnership agreements and certificates documents), as applicable, of partnership and limited liability company agreements and certificates of limited liability company and any shareholder agreements) of each such Credit Party and the resolutions of each such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentJoint Lead Arrangers. (b) All trustOn the Borrowing Date, the Joint Lead Arrangers shall have received all corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other documents in effect on the Effective Date Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required BanksJoint Lead Arrangers, and the Administrative Agent Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which the Administrative Agent Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership partnership, limited liability company or governmental authorities. (c) On the Effective Borrowing Date, the Administrative Agent Joint Lead Arrangers shall have received a certificate, dated the Effective Borrowing Date and signed on behalf of Aleris by an Authorized Officer the chairman of the U.S. Borrowerboard, the chief executive officer, the chief financial officer, the president or any vice president of Aleris, certifying on behalf of Aleris that all of the applicable conditions set forth in Sections 6.075.04, 6.08 5.05, 5.06, 5.07, 5.08 and 6.12 6.01 have been satisfied as of the Effective Date (except to the extent that any on such conditions require a determination to be made by the Administrative Agent and/or the Required Banks)date.

Corporate Documents; Proceedings; etc. (a) On the Restatement -------------------------------------- Effective Date, the Administrative Agent shall have received a certificate, dated the Restatement Effective Date, signed by the Chairman of the Board, the President, any Vice President or the Treasurer of each Credit Party, and attested to by the Secretary or an any Assistant Secretary of each such Credit Party (or from the Secretary or an Assistant Secretary of the general partner of each Credit Party that is a limited partnership)Party, in the form of Exhibit F (or such other form as is acceptable to the Administrative Agent) G with appropriate insertions, together with copies of the declaration of trust, certificate of incorporation (or equivalent organizational document) and by-laws or other organizational documents (including partnership agreements and certificates of partnership and limited liability company agreements and certificates of limited liability company and any shareholder agreements) of each such Credit Party and the resolutions of each such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent. (b) On the Restatement Effective Date, the Agent shall have received a certificate, dated the Restatement Effective Date, signed by the Chairman of the Board, the President, any Vice President or the Treasurer of Holdings stating that all the conditions in Sections 5.09, 5.10 and 6.01 have been satisfied on such date. (c) All trust, corporate, partnership, limited liability company corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other documents in effect on the Effective Date Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which the Administrative Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership corporate or governmental authorities. (c) On the Effective Date, the Administrative Agent shall have received a certificate, dated the Effective Date and signed by an Authorized Officer of the U.S. Borrower, certifying that all of the applicable conditions set forth in Sections 6.07, 6.08 and 6.12 have been satisfied as of the Effective Date (except to the extent that any such conditions require a determination to be made by the Administrative Agent and/or the Required Banks).