EXHIBIT 3.152
AGREEMENT OF LIMITED
PARTNERSHIP
OF
BRANDYWINE BYBERRY
LP
A Delaware Limited
Partnership
THIS
AGREEMENT OF LIMITED PARTNERSHIP of Brandywine Byberry LP (the
“Partnership”) is made and entered into as of this 19
th day of February, 2005, by and between Brandywine
Operating Partnership, L.P., a Delaware limited partnership as the
limited partner (“Limited Partner”), and Brandywine
Byberry LLC, a Delaware limited liability company, as the general
partner (“General Partner” and together with the
Limited Partner, the “Partners”). Capitalized
terms are defined below.
NOW,
THEREFORE, in consideration of the mutual promises and agreements
herein made and intending to be legally bound, the Partners hereby
agree as follows:
ARTICLE 1
GENERAL PROVISIONS
1.1.
Formation . The Partners hereby agree to form the
Partnership as a limited partnership pursuant to the provisions of
the Act and upon the terms and conditions set forth in this
Agreement. The General Partner shall file or cause to be
filed the Certificate with the Delaware Secretary of State in
accordance with the provisions of the Act and shall do or cause to
be done all such other filings, recordings or other acts, including
amendments to the Certificate, as may be necessary or appropriate
to comply with the laws of formation and operation of a limited
partnership in the State of Delaware and any other jurisdiction in
which the Partnership may conduct business.
1.2.
Name . The name of the Partnership is BRANDYWINE
BYBERRY LP or such other name as the General Partner from time to
time may select.
1.3.
Place of Business . The principal place of business of
the Partnership shall be at 401 Plymouth Road, Suite 500, Plymouth
Meeting, PA 19462, or such other place as the General Partner may
from time to time designate. The Partnership may maintain
such other offices at such other places as the General Partner
deems advisable.
1.4.
Purpose . The Partnership is organized to pursue any
lawful purpose.
1.5.
Term . The Partnership shall commence upon the filing
of the Certificate and shall continue until the Partnership is
terminated in accordance with the terms of this
Agreement.
ARTICLE 2
CAPITAL MATTERS
2.1.
Initial Capital Contributions . The General Partner
shall contribute to the capital of the Partnership on the date
hereof cash in the aggregate amount of $1.00, and the Limited
Partner shall contribute to the capital of the Partnership on the
date hereof cash in the aggregate amount of $99.00.
2.2.
Additional Capital Contributions or Loans . Except as
specifically required under Section 2.1, no Partner shall be
obligated or required to make any additional capital contributions
or advance any funds to the Partnership unless all of the Partners
unanimously agree to do so and unanimously agree as to the amount
to be so contributed.
2.3.
Allocations and Distributions . All allocations of
profits and losses and all distributions of cash shall be made in
accordance with the Partners’ Percentage Interests. The
Percentage Interest of the General Partner shall be one percent
(1.0%), and the Percentage Interest of the Limited Partner shall be
ninety nine percent (99.0%). Distributions out of funds legally
available therefor shall be made at such times as the General
Partner determines.
ARTICLE 3
MANAGEMENT
3.1.1.
Management and Control . The General Partner shall
manage and control the business and affairs of the Partnership and
shall have all of the rights and powers which may be possessed by a
general partner under the Act. Except as otherwise required
under the Act or as provided herein, the General Partner shall make
all decisions with respect to the business and affairs of the
Partnership, and the Limited Partner shall have no right to
participate in the management of the Partnership.
ARTICLE 4
TRANSFERS OF PARTNER INTERESTS
4.1.
Restriction . A Partner shall not, without the consent
of the other Partner, make any Transfer of all or any portion of
its Interest.
4.2.
Transfer in Violation of Agreement . Any purported
Transfer of an Interest which is not made in compliance with this
Agreement shall be null and void ab initio and of no force
or effect whatsoever.
ARTICLE 5
FINANCIAL MATTERS
5.1.
Records . The Partnership shall maintain at its
principal place of business: (i) true and full information
regarding the status of the business and financial affairs of the
Partnership; (ii) a current list of the name and last known address
of each of its Partners; (iii) a copy of this Agreement and the
Certificate and all amendments thereto; (iv) the accounting books
and records and minutes of proceedings of the Partners; and (v) any
other information regarding the affairs of the Partnership as the
General Partner determines is just and reasonable.
5.2.
Fiscal Year . Unless otherwise designated by the
Partners, the fiscal year of the Partnership shall end on December
31.
5.3.
Partnership Funds . Pending application or
distribution, the funds of the Partnership shall be deposited in
such bank accounts, or invested in such interest-bearing or
non-interest-bearing investments, including without limitation,
federally insured checking and savings accounts, certificates of
deposit and time or demand-deposits in U.S. government agencies or
government backed securities or such other investments as the
General Partner deems appropriate and consistent with the
maintenance of Brandywine Realty Trust’s qualification as a
real estate investment trust under the Code.
-2-
5.4.
Tax Returns . The General Partner shall cause all tax
returns for the Partnership to be prepared and timely filed with
the appropriate authorities and shall deliver or cause to be
delivered to ea