Brandywine Operating Partnership Lp /Pa Sample Contracts

WITNESSETH:
Consulting Agreement • January 10th, 2006 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Texas
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TO
Indenture • July 16th, 1998 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • New York
COMMON SHARES
Underwriting Agreement • September 14th, 2004 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • New York
BACKGROUND ----------
Brandywine Operating Partnership Lp /Pa • January 10th, 2006 • Real estate investment trusts
SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 10th, 2006 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Texas
EXHIBIT 10.3 TERM LOAN AGREEMENT
Term Loan Agreement • January 10th, 2006 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts
SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 10th, 2006 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Texas
RECITALS
Registration Rights Agreement • September 21st, 2004 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Pennsylvania
TO
Indenture • July 16th, 1998 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • New York
EXECUTION VERSION] ------------------------------------------------------------------------------- TERM LOAN CREDIT AGREEMENT (2008)
Term Loan Credit Agreement • September 21st, 2004 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • New York
AGREEMENT OF LIMITED PARTNERSHIP OF BRANDYWINE TB III, L.P. A Pennsylvania Limited Partnership
Brandywine Operating Partnership Lp /Pa • September 7th, 2004 • Real estate investment trusts • Pennsylvania

THIS AGREEMENT OF LIMITED PARTNERSHIP of Brandywine TB III, L.P. is made and entered into as of this 31st day of October, 1997, by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Brandywine TB III, L.L.C., a Pennsylvania limited liability company as general partner (“General Partner” and together with the Limited Partner, the “Partners”) for the purpose of forming a Pennsylvania limited partnership (the “Partnership”) in accordance with the provisions hereinafter set forth. Capitalized terms are defined below.

Contract
Brandywine Operating Partnership, L.P. • October 24th, 2019 • Real estate investment trusts

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

SALES AGENCY FINANCING AGREEMENT
Sales Agency Financing Agreement • January 10th, 2017 • Brandywine Operating Partnership, L.P. • Real estate investment trusts • New York

Sales Agency Financing Agreement (this “Agreement”), dated as of January 10, 2017 between BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the “Company”) and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and Jefferies LLC, a registered broker-dealer organized under the laws of Delaware (the “Agent”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF C/N OAKLANDS LIMITED PARTNERSHIP III A Pennsylvania Limited Partnership September 1, 1999
Brandywine Operating Partnership Lp /Pa • September 7th, 2004 • Real estate investment trusts • Pennsylvania

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of C/N Oaklands Limited Partnership III, a Pennsylvania limited partnership (the “Partnership”) is dated as of this 1st day of September, 1999, by and among Brandywine Operating Partnership, L.P., a Delaware limited partnership, as the general partner (“BOP” or the “General Partner”), and BOP and Witmer Operating Partnership I, L.P., a Delaware limited partnership (“WOP”), as limited partners (together, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner”.

PRICING AGREEMENT
Pricing Agreement • December 20th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts
Contract
Brandywine Operating Partnership Lp /Pa • April 30th, 2007 • Real estate investment trusts • New York

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

BRANDYWINE OPERATING PARTNERSHIP, L.P. DEBT SECURITIES GUARANTEED BY BRANDYWINE REALTY TRUST UNDERWRITING AGREEMENT
Brandywine Operating Partnership, L.P. • December 9th, 2022 • Real estate investment trusts • New York

From time to time Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership” or the “Company”), may enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”). The Securities will be unconditionally guaranteed (the “Guarantee”) by Brandywine Realty Trust, a Maryland real estate investment trust and the sole general partner and a limited partner of the Operating Partnership (the “Parent Guaranto

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF 481 JOHN YOUNG WAY ASSOCIATES, L.P. Dated as of April 13, 2004
Brandywine Operating Partnership Lp /Pa • September 7th, 2004 • Real estate investment trusts • Pennsylvania

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of 481 John Young Way Associates, L.P., a Pennsylvania limited partnership (the “Partnership”), is made and entered into as of April 13, 2004, by and among Brandywine Operating Partnership, L.P. (“BOP”), a Delaware limited partnership, in a capacity as both a general partner (in such capacity, the “General Partner”), and a limited partner (in such capacity, a “Limited Partner”), and Witmer Operating Partnership I, L.P. (“Witmer”), as a limited partner (together with BOP in BOP’s capacity as a limited partner and together with any person or persons who may hereafter be admitted to the Partnership as a limited partner, individually, a “Limited Partner” and collectively the “Limited Partners”). The General Partner, the Limited Partners and such other persons as may become partners of the Partnership in accordance with this Agreement are hereinafter sometimes referred to collectively as the “Partners” and i

BRANDYWINE REALTY TRUST AMENDED AND RESTATED 1997 LONG_TERM INCENTIVE PLAN RESTRICTED PERFORMANCE SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT ISSUED PURSUANT TO THE
Award Agreement • March 10th, 2021 • Brandywine Operating Partnership, L.P. • Real estate investment trusts • Maryland

This RESTRICTED PERFORMANCE SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT (the “Award Agreement”), dated as of March 4, 2021 is between Brandywine Realty Trust, a Maryland real estate investment trust (the “Trust”), and ______________ (the “Grantee”).

BRANDYWINE PIAZZA, L.L.C. LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • September 7th, 2004 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • New Jersey

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of this ___ day of November, 1998 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Piazza, L.L.C., a New Jersey limited liability company (the “Company”), and the Company.

SALES AGENCY FINANCING AGREEMENT
Sales Agency Financing Agreement • March 10th, 2010 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • New York

Sales Agency Financing Agreement (this “Agreement”), dated as of March 10, 2010 between BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the “Company”) and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and DEUTSCHE BANK SECURITIES INC., a registered broker-dealer organized under the laws of Delaware (“DBSI”).

BRANDYWINE REALTY TRUST AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN RESTRICTED PERFORMANCE SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT ISSUED PURSUANT TO THE 2011-2013 RESTRICTED PERFORMANCE SHARE UNIT PROGRAM
Equivalent Rights Award Agreement • March 8th, 2011 • Brandywine Operating Partnership, L.P. • Real estate investment trusts • Maryland

This RESTRICTED PERFORMANCE SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT (the “Award Agreement”), dated as of the 2d day of March, 2011, is between Brandywine Realty Trust, a Maryland real estate investment trust (the “Trust”), and (the “Grantee”).

BRANDYWINE DOMINION, L.L.C. OPERATING AGREEMENT
Operating Agreement • September 7th, 2004 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Pennsylvania

THIS OPERATING AGREEMENT (this “Agreement”) is entered into as of this 19th day of November, 1997 by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), currently the only admitted Member of Brandywine Dominion, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company.

BRANDYWINE REALTY TRUST Amended and restated 1997 long-term incentive plaN RESTRICTED PERFORMANCE SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT ISSUED PURSUANT TO THE
Award Agreement • February 26th, 2016 • Brandywine Operating Partnership, L.P. • Real estate investment trusts • Maryland

This RESTRICTED PERFORMANCE SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT (the “Award Agreement”), dated as of February 22, 2016, is between Brandywine Realty Trust, a Maryland real estate investment trust (the “Trust”), and ______________ (the “Grantee”).

BRANDYWINE REALTY TRUST RESTRICTED SHARE RIGHTS AWARD AGREEMENT
Brandywine Realty Trust Restricted Share Rights Award Agreement • February 21st, 2023 • Brandywine Operating Partnership, L.P. • Real estate investment trusts • Maryland

THIS RESTRICTED SHARE RIGHTS AWARD AGREEMENT (this “Agreement”) dated as of the Effective Date set forth in the attached Award Certificate (the “Award Certificate”) is made pursuant to the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan (the “Plan”) by and between Brandywine Realty Trust (the “Company”) and the individual named on the Award Certificate (the “Participant”). The Award Certificate is included with and made part of this Agreement. In this Agreement and the Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan, except as herein defined.

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • July 20th, 2018 • Brandywine Operating Partnership, L.P. • Real estate investment trusts • New York
BRANDYWINE REALTY TRUST COMMON SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • August 1st, 2014 • Brandywine Operating Partnership, L.P. • Real estate investment trusts • New York

From time to time Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), and Brandywine Operating Partnership, L.P., a Delaware limited partnership and a subsidiary of the Company (the “Operating Partnership”), may enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, for the Company to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its common shares of beneficial interest, par value $0.01 per share (the “Common Shares”) specified in Schedule I to such Pricing Agreement (with respect to such Pricing Agreement, the “Firm Shares”). If specified in such Pricing Agreement, the Company may grant

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RADNOR PROPERTIES-555 LA, L.P. A Delaware Limited Partnership
Brandywine Operating Partnership Lp /Pa • May 6th, 2005 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-555 LA, L.P. (the “Partnership”) is made and entered into as of this 14th day of April, 2005, by and between Radnor Properties Associates-II, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) and Radnor GP-555 LA L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”). This Agreement amends and restates in its entirety the Partnership’s Amended and Restated Agreement of Limited Partnership dated January 1, 2004 by and between the Partners. Capitalized terms are defined below.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RADNOR PROPERTIES-200 RC, L.P. A Delaware Limited Partnership
Brandywine Operating Partnership Lp /Pa • May 6th, 2005 • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Radnor Properties-200 RC, L.P. (the “Partnership”) is made and entered into as of this 22nd day of March, 2005, by and between Radnor Properties-200 RC Holdings, L.P., a Delaware limited partnership as the limited partner (“Limited Partner”) (successor in interest to The Rubenstein Company, L.P. as a result of an assignment of its interest in the Partnership to the Limited Partner dated September 21, 2004), and Radnor GP-200 RC, L.L.C., a Delaware limited liability company, as the general partner (“General Partner” and together with the Limited Partner, the “Partners”). This Agreement amends and restates in its entirety the Agreement of Limited Partnership dated April 6, 2001 by and between the General Partner and The Rubenstein Company, L.P. Capitalized terms are defined below.

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