Exhibit 3.79
AGREEMENT OF LIMITED PARTNERSHIP
OF
FIRST BRANDYWINE PARTNERS L.P.
This Agreement of Limited Partnership of First Brandywine Partners
L.P., a Delaware limited partnership (this "Agreement"), is entered into by and
among First Brandywine Management Del. Corp., a Delaware corporation, as general
partner (the "General Partner"), and First Brandywine Investment Corp. II, a
Delaware corporation, as limited partner (the "Limited Partner"). The General
Partner and the Limited Partner are referred to collectively as the "Partners",
and the terms "General Partner" and "Limited Partner" shall refer also to
additional general partners and limited partners, respectively, as may become
parties to this Agreement.
The General Partner and the Limited Partner hereby form a limited
partnership pursuant to and in accordance with the Delaware Revised Uniform
Limited Partnership Act, as amended from time to time (the "Act"), and hereby
agree as follows:
1. Name. The name of the limited partnership formed hereby is First
Brandywine Partners L.P. (the "Partnership").
2. Purpose. The Partnership is formed for the object and purpose of
engaging in any lawful act or activity for which limited partnerships may be
formed under the laws of Delaware.
3. Registered Office. The registered office of the Partnership in the
State of Delaware is 1201 Market Street, Suite 1700, Wilmington, County of New
Castle, Delaware 19801.
4. Registered Agent. The registered agent of the Partnership at the
address of the registered office is Delaware Incorporators & Registration
Service, Inc.
5. Partners. The names and mailing addresses of the General Partner and
the Limited Partner are as follows:
General Partner
First Brandywine Management Del. Corp.
1105 North Market Street
Suite 1250
Wilmington, Delaware 19801
Limited Partner
First Brandywine Investment Corp. II
1105 North Market Street
Suite 1250
Wilmington, Delaware 19801
6. Powers. The powers of the General Partner include all powers,
statutory and otherwise, possessed by general partners under the laws of the
State of Delaware.
7. Dissolution. The Partnership shall dissolve, and its affairs shall
be wound up, at such time as (a) all of the partners of the Partnership approve
in writing, (b) an event of withdrawal of a general partner has occurred under
the Act, or (c) an entry of a decree of judicial dissolution has occurred under
Section 17-802 of the Act; provided, however, the Partnership shall not be
dissolved or required to be wound up upon an event of withdrawal of a general
partner described in Section 7(b) hereof if (i) at the time of such event of
withdrawal, there is at least one other general partner of the Partnership who
carries on the business of the Partnership (any remaining general partner being
hereby authorized to carry on the business of the Partnership), or (ii) within
ninety days after the occurrence of such event of withdrawal, all remaining
partners agree in writing to continue the business of the Partnership and to the
appointment, effective as of the event of withdrawal, of one or more additional
general partners of the Partnership.
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8. Capital Contributions. On or before October 31, 1998, the Partners
of the Partnership shall contribute cash and property to the Partnership in the
amounts and of the type set forth across from each such partner's name below:
Cash/Property
-------------
General Partner:
First Brandywine Management Del. Corp. $5.00
Limited Partner:
First Brandywine Investment Corp. II $95.00
9. Additional Contributions. No partner of the Partnership is required
to make any additional capital contribution to the Partnership.
10. Allocation of Profits and Losses and Distributions. The
Partnership's profits and losses shall be allocated and all distributions made
to the Partners of the Partnership based upon the percentage set forth across
from each partner's name below:
General Partner:
First Brandywine Management Del. Corp. 5 percent
Limited Partner:
First Brandywine Investment Corp. II 95 percent
The Limited Partnership may issue certificates evidencing each
Partner's ownership interest in the Limited Partnership. The total capital of
the limited partnership shall be represented by 100 limited partnership units
("Units"). The Units represented on such certificates shall be proportionate to
the relative percentages of profits and losses borne by the respective Partners.
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11. Assignments.
(a) The Limited Partner may assign all or any part of its interest
in the Partnership and may withdraw from the Partnership only with the consent
of the General Partner.
(b) The General Partner may assign all or part of its partnership
interest in the Partnership and may withdraw from the Partnership without the
consent of the Limited Partner; provided that the General Partner shall give 30
days notice to the Partnership of such withdrawal.
12. Withdrawal. Except to the extent set forth in Section 11, no right
is given to any partner of the Partnership to withdraw from the Partnership.
13. Admission of Additional or Substitute Members.
(a) One or more additional or substitute limited partners of the
Partnership may be admitted to the Partnership only with the consent of the
General Partner.
(b) One or more additional or substitute general partners of the
Partnership may be admitted to the Partnership only with the consent of the
General Partner or, in the event of more than one general partner, only with the
consent of a majority of the general partners.
14. Status of Limited Partner.
(a) The Limited Partner shall not participate in the management or
control of the Partnership's business, nor shall it transact any business for
the Partnership, nor shall it have the power to act for or bind the Partnership,
such powers being vested solely and exclusively in the General Partner.
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(b) No Limited Partner shall have any personal liability whatever,
whether to the Partnership, to any of the Partners or to the creditors of the
Partnership, for the debts of the Partnership or any of its losses except to the
extent provided in the Act.
15. Authority of General Partner.
(a) The General Partner shall have exclusive authority to manage
and control the business and affairs of the Partnership. Pursuant to the
foregoing, the General Partner shall have all of the rights and powers of a
general partner as provided in the Act and as otherwise provided by law, and any
action taken by the General Partner shall constitute the act of and serve to
bind the Partnership. In dealing with the General Partner acting on behalf of
the Partnership, no person shall be required to inquire into the authority of
such Partner to bind the Partnership.
(b) The General Partner shall devote such time to the Partnership
business as it, in its sole discretion, shall deem to be necessary to manage and
supervise the Partnership business and affairs; but nothing in this Agreement
shall preclude the employment, at the expense of the Partnership, of any agent
or third party to manage or provide other services in respect of the Partnership
property subject to the control of the General Partner.
(c) Neither the General Partner nor any officer, director or
employee of the General Partner shall be liable, responsible, or accountable in
damages or otherwise to the Partnership or any Partner for any act or failure to
act on behalf of the Partnership within the scope of the authority conferred on
the General Partner by this Agreement or by law unless such act or omission was
performed or omitted fraudulently or in bad faith or constituted wanton and
willful misconduct or gross negligence.
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(d) The Partnership shall indemnify and hold harmless the General
Partner, each officer, director and employee of the General Partner, and the
agents of each of them (each an "Indemnified Party"), from and against any loss,
expense, damage or injury suffered or sustained by such person by reason of any
act or omission arising out of his activities on behalf of the Partnership or in
furtherance of the interests of the Partnership, including, but not limited to,
any judgment, award, settlement, reasonable attorney's fees, and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding, or claim and including any payments made by the General
Partner to any of its officers, directors or employees pursuant to an
indemnification agreement no broader than this section; provided that the act,
omission, or alleged act or omission upon which such actual or threatened
action, proceeding or claim is based was not performed or omitted fraudulently
or in bad faith or as a result of wanton and willful misconduct or gross
negligence by such Indemnified Party.
16. Power of Attorney.
(a) The Partners, jointly and severally, hereby irrevocably
constitute and appoint the General Partner, with full power of substitution,
their true and lawful attorney-in-fact in their name, place and stead to make,
execute, sign and acknowledge, record and file, on behalf of them and on behalf
of the Partnership, the following:
(i) a Certificate of Limited Partnership and any other
certificates or instruments which may be required to be filed by the Partnership
or the Partners under the laws of the State of Delaware and any other
jurisdiction whose laws may be applicable; and
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(ii) any and all such other instruments as may be deemed
necessary or desirable by the General Partner to carry out fully the provisions
of this Agreement in accordance with its terms.
17. Books of Account, Records and Reports.
(a) Proper and complete records and books of account shall be kept
by the General Partner in which shall be entered all matters relative to the
Partnership's business as are usually entered into records and books of account
maintained by persons engaged in businesses of a like character. The Partnership
books and records shall be kept on the accrual basis in accordance with
generally accepted accounting principles, consistently applied. The books and
records shall be open to the reasonable inspection and examination of the
Partners or their duly authorized representatives during reasonable business
hours.
(b) No later than 120 days after the end of each fiscal year of the
Partnership, which shall be designated by the General Partner, the General
Partner shall furnish to the Limited Partner a report of the business and
operations of the Partnership during such year, which report shall constitute
the accounting of the General Partner for such year. Such report shall contain a
copy of the annual financial statement of the Partnership showing the
Partnership's profit or loss for the year and the allocation thereof among the
holders of the limited partnership units. The statement shall have been audited
by the Partnership's independent public accountants and shall otherwise be in
such form and have such content as the General Partner deems proper.
18. Miscellaneous. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.
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19. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
THE UNDERSIGNED, intending to be legally bound hereby, have duly
executed this Agreement of Limited Partnership as of the 31st day of October,
1998.
GENERAL PARTNER:
First Brandywine Management Del. Corp.,
a Delaware corporation
BY: _______________________________
Gordon W. Stewart
Secretary
LIMITED PARTNER:
First Brandywine Investment Corp. II,
a Delaware corporation
BY: _______________________________
Gordon W. Stewart
Secretary
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