Contract

Exhibit 2.4 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the 22nd dayof February, 2005, by and among Atlantic Bank of New York, a New York bankingcorporation (“Seller”), The First National Bank of Ipswich, a national bank(“Buyer”), and joined in for the limited purposes set forth herein by TicorTitle Insurance Company, as escrow agent (“Escrow Agent”). BACKGROUND Seller is prepared to sell, transfer and convey to Buyer, and Buyer isprepared to purchase and accept from Seller, all for the purchase price andsubject to on the other terms and conditions hereinafter set forth, thefollowing real and personal property (collectively, the “Property”): (1) That certain parcel of land consisting of 2,662 square feet,more or less, located at 31-33 State Street, Boston, Massachusetts, as moreparticularly described in Exhibit A hereto, together with all of Seller’s right,title and interest, if any, in and to any easements, rights and privilegesappurtenant to such parcel, including without limitation in and to any alleys,strips or gores abutting or adjoining such real property and in and to anyhighways, streets and/or ways abutting or adjoining such real property (the”Land”); (2) The building (the “Building”) containing approximately 23,319square feet, together with all of Seller’s right, title and interest in and toall other structures and improvements located at, upon or under the Land (theBuilding and such improvements being hereinafter collectively referred to as the”Improvements,” and the Land and the Improvements being hereinafter collectivelyreferred to as the “Real Property”); (3) All right, title and interest of Seller, if any, in and to allfixtures, equipment, furniture, furnishings, supplies and other personalproperty of every nature and description attached or pertaining to, or otherwiseused in connection with, the Real Property , but expressly excluding thefurniture, office machinery, shelving, office supplies and other personalproperty listed and described in Exhibit B hereto (collectively, the”Personalty”); (4) All right, title and interest of Seller, if any, in and to allcontract rights, payment and performance bonds, and guaranties and warrantiesrelating to the Real Property and/or the Personalty; all certificates ofoccupancy, zoning variances, building, use or other permits, approvals,authorizations, licenses and consents obtained from any governmental authorityor other person in connection with the development, use, operation or managementof the Real Property, and all engineering reports, architectural drawings, plansand specifications relating to all or any portion of the Real Property,(“Permits and Warranties”); and (5) All right, title and interest of Seller in and to all of theAssigned Contracts (as defined in Section 3.6 hereof) and the Leases (as definedin Section 3.3 hereof). -2- TERMS AND CONDITIONS In consideration of the mutual covenants and agreements herein contained,and intending to be legally bound hereby, the parties hereto agree: 1. Sale and Purchase. Seller hereby agrees to sell, transfer and conveythe Property to Buyer, and Buyer hereby agrees to purchase and accept theProperty from Seller, in each case for the Purchase Price (hereinafter defined)and on and subject to the other terms and conditions set forth in thisAgreement. 2. Purchase Price. The purchase price for the Property (the “PurchasePrice”) shall be Five Million Two Hundred Fifty Thousand Dollars ($5,250,000),which, subject to the terms and conditions hereinafter set forth, shall be paidto Seller by Buyer as follows: 2.1. Deposit. Simultaneously with the execution and delivery of thisAgreement, Buyer shall deliver to Escrow Agent, in immediately available funds,a cash deposit in the amount of Five Hundred Thousand Dollars ($500,000) (suchamount, together with all interest earned thereon, shall be hereinafter referredto as the “Deposit”). The Deposit shall be held by Escrow Agent in a segregated,interest-bearing federally insured account and be delivered in accordance withthis Agreement. Interest earned on the Deposit shall be paid to the Buyer,unless the Deposit is paid to Seller pursuant to the terms of Section 9.1hereof, in which case the interest shall be paid to the Sell. 2.2. Payment at Closing. At the consummation of the transactioncontemplated hereby (the “Closing”), Buyer shall deliver to Escrow Agent cash inan amount equal to the Purchase Price less the Deposit, subject to adjustmentsand apportionments as set forth in this Agreement. The Purchase Price, subjectto adjustments and apportionments as set forth herein, shall be paid at Closingby wire transfer of immediately available federal funds, transferred to theorder or account of Seller or such other person as Seller may designate inwriting at least one (1) business day in advance of the Closing. 3. Representations and Warranties of Seller. Seller represents andwarrants to Buyer as follows: 3.1. Authority. Seller is a corporation duly organized, validlyexisting and in good standing under the banking laws of the State of New Yorkand is duly qualified to do business in the Commonwealth of Massachusetts.Seller has all requisite power and authority to enter into this Agreement andperform its obligations hereunder. The execution and delivery of this Agreementby Seller and the performance of Seller’s obligations hereunder have been dulyauthorized. This Agreement constitutes a valid and binding obligation of Seller,enforceable in accordance with its terms against Seller, subject to bankruptcy,reorganization, insolvency and other similar laws affecting the enforcement ofcreditors’ rights generally and to general principles of equity. 3.2. No Conflict. The execution and delivery of this Agreement andthe consummation of the transactions contemplated hereunder on the part ofSeller do not and will not (A) violate any applicable law, ordinance, statute,rule, regulation, order, decree or judgment, or (B) conflict with or result inthe breach of any material terms or provisions of, or constitute a defaultunder, or result in the creation or imposition of any lien, charge, orencumbrance upon any of the Property by reason of the terms of any contract,mortgage, lien, lease, agreement, indenture, instrument or judgment to which -3-Seller is a party or which is or purports to be binding upon Seller or whichotherwise affects Seller, which will not be discharged, terminated or releasedat Closing. To Seller’s knowledge, no action by any federal, state or municipalor other governmental department, commission, board, bureau or instrumentalityis necessary to make this Agreement a valid instrument binding upon Seller inaccordance with its terms. 3.3. Leases. There are no leases or occupancy agreements currentlyin effect which affect the Property to which Seller is a party, except for theleases and occupancy agreements listed and described in Exhibit C hereto (the”Leases”). True and complete copies of the Leases have heretofore been deliveredto Buyer. To Seller’s knowledge, the Leases are in full force and effect inaccordance with their terms. To Seller’s knowledge, no default exists under theLeases on the part of Seller. To Seller’s knowledge, as of the date of thisAgreement no default exists under the Leases on the part of the tenants, exceptas set forth in the schedule attached hereto as Exhibit C-1. 3.4. No Condemnation. To Seller’s knowledge, Seller has not receivedany written notice of any pending or contemplated condemnation, eminent domainor similar proceeding with respect to all or any portion of the Real Property. 3.5. No Rights in Others. To Seller’s knowledge, no person or otherentity has any right or option to acquire, lease or occupy all or any portion ofthe Real Property from or through Seller, except the right of tenants to leaseand occupy the Real Property under the Leases. 3.6. Contracts. To Seller’s knowledge, there are no construction,management, leasing, service, equipment, supply, maintenance or concessionagreements in effect with respect to the Property to which Seller or Seller’sproperty manager, is a party except as set forth in Exhibit D (collectively, the”Contracts”). Seller has heretofore delivered a true and complete copy of eachContract to Buyer. Except for the Contract between Seller and C.B. Richard EllisPartners for Property Management Services which shall be terminated by Seller asof the Closing, all of the Contracts in effect on the Closing (collectively, the”Assigned Contracts”), shall be assigned to and assumed by Buyer at Closing. 3.7. Compliance. Except for violations cured or remedied on orbefore the date hereof and except as previously disclosed to Buyer, to Seller’sknowledge, Seller has not received written notice from any governmental agencyof any violations of any federal, state, county or municipal laws, statutes,ordinances, orders, codes, regulations applicable to the Real Property. 3.8. Litigation. There is no action, suit or proceeding pending or,to Seller’s knowledge, threatened, to which Seller is a party, before any courtor other governmental authority affecting the Property, or arising out of theownership, management or operation of the Property, this Agreement or thetransactions contemplated hereby. 3.9. FIRPTA. Seller is familiar with the provisions of Sections 897and 1445 of the Internal Revenue Code and the regulations thereunder. Seller isnot a “foreign person” as defined in Section 1445(f)(3) of the Internal RevenueCode or a “disregarded entity” as defined in ss. 1.445-2(b)(2)(iii) of theTreasury Regulations. 3.10. Continuing Obligations. To Seller’s knowledge, there are nocontractual obligations in connection with the Property which will be bindingupon Buyer after Closing, except (i) the Leases, (ii) title exceptions disclosedto Buyer pursuant to Section 4.1.9 hereof, and (iii) any Assigned Contracts. -4- 3.11. Bankruptcy. Seller, as debtor, has not filed or been thesubject of any filing of a petition under the Federal Bankruptcy Law or anyinsolvency laws, or any laws for composition of indebtedness or for thereorganization of debtors. 3.12. Tax Identification. Seller’s federal tax identification numberis 13-1804750. As used in this Agreement, the word’s “Seller’s knowledge” or words ofsimilar import shall be deemed to mean, and shall be limited to, the actual (asdistinguished from implied, imputed or constructive) knowledge of VincentQuiles, Director of Facilities, the person charged with the managementresponsibility for the Property, without such person having any obligation tomake an independent inquiry or investigation. 4. Conditions Precedent. 4.1. Conditions Precedent to Buyer’s Obligations. All of Buyer’sobligations hereunder are expressly conditioned on the satisfaction at or beforethe time of Closing hereunder, as the same may be extended in accordance withthe terms of Section 5 hereof, or at or before such earlier time as may beexpressly stated below, of each of the following conditions (any one or more ofwhich may be waived in writing in whole or in part by Buyer, at Buyer’s option):.. 4.1.1. Accuracy of Representations. All of the representationsand warranties of Seller contained in this Agreement shall have been true andcorrect in all material respects when made, and shall be true and correct in allmaterial respects on the date of Closing with the same effect as if made on andas of such date, except to the extent that any representations and warrantiesrelate expressly to an earlier date. 4.1.2. Performance. Seller shall have performed, observed andcomplied with all material covenants, agreements and conditions required by thisAgreement to be performed, observed and complied with on its part prior to or asof Closing hereunder. 4.1.3. Documents and Deliveries. All instruments and documentsrequired on Seller’s part to effectuate this Agreement and the transactionscontemplated hereby (including without limitation those document required to bedelivered pursuant to Section 6.2 hereof) shall be delivered to Buyer and shallbe in form and substance consistent with the requirements herein. 4.1.4. Inspection Period; Access; Deliveries; EstoppelCertificate. Subject to the provisions of this Agreement, Buyer shall have theright to conduct or cause to be conducted during the Inspection Period(hereinafter defined), at Buyer’s sole cost and expense, such investigations,inspections, tests and studies of the Property and any matters related thereto,and such reviews of plans, specifications, warranties, Contracts, the Leases,permits, and other documents as Buyer deems necessary or desirable(collectively, “Buyer’s Investigations”). Notwithstanding anything to thecontrary contained above, with respect to the performance of any invasive orenvironmental testing or investigation of the Property, Buyer shall first obtainthe prior written approval of Seller as to the identity of the company orpersons who shall perform such testing and the proposed scope of such testing orinvestigation, which approval shall not be unreasonably withheld, conditioned ordelayed by Seller. -5- All Buyer’s Investigations which are permitted under this Agreement shallbe done in accordance with the provisions of the Leases, and at reasonable timesand after twenty-four (24) hours’ prior notice (which may be verbal) to VincentQuiles or Robert Tolomer (“Seller’s Representative”). Seller may imposereasonable restrictions on the timing of all Buyer’s Investigations as necessaryto minimize disruption of the activities of the tenants under the Leases andother occupants of the Building, but such restrictions shall not unreasonablydelay the performance of Buyer’s Investigations. Seller shall have the right tohave Seller’s personnel present during any entry upon the Property by Buyer, itsemployees, agents, contractors, subcontractors, consultants or otherrepresentatives. Buyer, its employees, agents, contractors, subcontractors,consultants and other representatives shall take all reasonable precautions tominimize the impact of all Buyer’s Investigations on the Property and theactivities of the tenants under the Leases and other occupants of the Building.If Buyer, its employees, agents, contractors, subcontractors, consultants orother representatives take any samples from the Property in connection with anyapproved environmental testing, then upon Seller’s request, Buyer shall provideto Seller a portion of such sample being tested to allow Seller, if it sochooses, to perform its own testing (the results of which shall not be bindingupon Buyer). Buyer shall, as soon as practicable, after the conclusion ofBuyer’s Investigations, at its sole cost, restore the Property to as near thecondition which existed immediately prior thereto as is reasonably possible,including replacing any paving and landscaping disturbed by Buyer. In no eventshall Buyer contact any of the tenants without the prior written approval ofSeller, which approval shall not be unreasonably withheld, conditioned ordelayed by Seller. Buyer further assumes all risks associated with conducting Buyer’sInvestigations and agrees to protect, defend, indemnify and hold harmless Sellerand its mangers, members, employees and agents of, from and against any and allcosts, losses, claims, reasonable demands, damages, liabilities, expenses andother obligations (including, without limitation, attorneys’ fees and courtcosts) arising from, out of or in connection with or otherwise relating to, theentry by and the activities, studies and tests performed by Buyer or any one ormore of its employees, agents, contractors, subcontractors, consultants or otherrepresentatives in or upon the Property except as may be caused by the acts oromissions of Seller. The indemnification set forth in the immediately precedingsentence shall not be applicable to any liability which may be incurred bySeller as a result of a pre-existing condition at the Property which isdiscovered by Buyer except to the extent such pre-existing condition isexacerbated by Buyer. Buyer agrees to provide to Seller, and to cause each ofits agents, contractors, subcontractors, consultants and other representativeswho enter upon the Property to provide to Seller, prior to any such entry,evidence of liability insurance with a per occurrence limit of not less than$1,000,000 and with companies licensed to do business in Massachusetts having anA.M. Best’s rating of at least “B-plus” and naming Seller as an additionalinsured, covering the activities to be conducted by Buyer and its employees,agents, contractors, subcontractors, consultants and other representatives. 4.1.5. The foregoing restoration and indemnity obligations ofBuyer contained in this Section shall survive the Closing or sooner terminationof this Agreement.. 4.1.6. The term “Inspection Period,” as used herein, shallmean the period ending on February 28, 2005. Buyer may terminate this Agreement,in its sole and absolute discretion, for any reason or no reason, by givingwritten notice of such election to Seller at any time prior to 5:00 p.m. on the -6-final day of the Inspection Period, in which event the Deposit shall be returnedforthwith to Buyer and, except as expressly set forth herein, neither partyshall have any further liability or obligation to the other hereunder. In theabsence of such written notice, the contingency provided for in this Section4.1.6 no longer shall be applicable, and this Agreement shall continue in fullforce and effect. 4.1.7. Deliveries. Seller has heretofore delivered to Buyercopies of the materials pertaining to the Property that are listed and describedin Exhibit E hereto, but only if and to the extent in Seller’s possession. 4.1.8 Title. Buyer shall review and approve or disapprove thecondition of title to the Property and survey matters affecting the Property inthe following manner: (a) Report and Notice. Buyer shall, at Buyer’s expense, obtain a title insurance commitment, and a uniform commercial code lien search during the Inspection Period. On or before the expiration of the Inspection Period, Buyer shall give notice to Seller of Buyer’s disapproval of any title and survey matters affecting the Property (“Exceptions”). (b) Title Cure Period. Seller shall have the right, but not the obligation, within ten (10) days after notice of Buyer’s disapproval of any Exceptions (the “Title Cure Period”), to (i) remove any disapproved Exceptions or (ii) agree to remove any disapproved Exceptions on or before the Closing. If Seller gives notice, within the Title Cure Period, that Seller will remove any such disapproved Exception on or before the Closing, such Exception shall be deemed removed for purposes hereof, Seller shall be obligated to remove such Exception on or before the Closing, and Seller’s failure to remove such exception on or before the Closing shall be a default by Seller hereunder. With respect to any Exception consisting of a consensual financial encumbrance such as a mortgage, deed of trust, or other debt security, or any delinquent real estate taxes, assessments or water/sewer charges, or mechanic’s liens outstanding against the Property which are not the responsibility of any of the tenants under the Leases, such matter shall automatically be deemed a disapproved Exception, and Seller hereby covenants to remove any such Exception on or before the Closing. (c) Waiver of Uncured Exceptions. If Seller does not remove or agree to remove any disapproved Exception within the Title Cure Period, Buyer shall have five (5) days to give Seller notice that Buyer waives its objections to such Exception. If Buyer does not give such notice, this contingency shall be deemed not satisfied, and the provisions of Section 5 shall apply. (d) Approved Title. The condition of title as approved by Buyer in connection with the provisions of sections (a), (b) and (c) hereof in connection with the Inspection Period is referred to herein as the “Approved Title”. (e) Later Changes to Condition of Title. Buyer shall have the right to approve or disapprove any exceptions to title that become of record after there is an Approved Title. Buyer shall have the right to approve or disapprove any survey matters that are created after an Approved Title, but may only disapprove of such survey matters if such survey matters adversely affect the marketability of title to the Real Property or could reasonably be expected to interfere with the use of the Real Property for -7- its intended purposes as an office building. Buyer shall notify Seller if Buyer disapproves of any such exceptions to title or survey matters within a reasonable period of time after Buyer becomes aware of same, and thereafter the parties shall proceed in accordance with the provisions of (b) and (c) above. 4.1.9. No Change in Environmental Conditions. No release ofany hazardous substance into the environment or threat of release shall haveoccurred from the Real Property, or in, on or under the Real Property from anyadjoining property, between the expiration of the Inspection Period and theClosing Date, which is in violation of environmental laws and could reasonablybe expected to cause Buyer to incur costs and expenses that would exceed $50,000in the aggregate in order to comply with environmental laws. 4.1.10. Boston Branch Purchase. The transaction between Buyerand Seller for the purchase of deposits and other assets of Seller memorializedin that certain Purchase and Assumption Agreement Boston Branch Office, dated asof February 22, 2005 (as amended and in effect from time to time, the “BostonBranch Purchase Agreement”) shall have closed. 4.1.11. Except as otherwise permitted by Section 18(a) thisAgreement, (i) no leases or other tenancy arrangements, other than the Leases,shall have been entered by Seller and (ii) no changes shall have been made toany of the Leases by Seller. 4.2. Conditions Precedent to Seller’s Obligations. All of Seller’sobligations hereunder are expressly conditioned on the satisfaction at or beforethe time of Closing hereunder, or at such earlier time as may be expresslystated below, of each of the following conditions (any one or more or which maybe waived in writing in whole or in part by Seller, at Seller’s option): 4.2.1. Accuracy of Representations. All of the representationsand warranties of Buyer contained in this Agreement shall have been true andcorrect in all material respects on the date of Closing with the same effect asif made on and as of such date, except to the extent that any representationsand warranties relate expressly to an earlier date. 4.2.2. Performance. Buyer shall have performed, observed andcomplied with all covenants, agreements and conditions required by thisAgreement to be performed, observed and complied with on its part prior to or asof Closing hereunder. 4.2.3. Documents and Deliveries. All instruments and documentsrequired on Buyer’s part to effectuate this Agreement and the transactionscontemplated hereby shall be delivered to Seller and shall be in form andsubstance consistent with the requirements herein. 4.2.4. Boston Branch Purchase. The Transaction between Buyerand Seller for the purchase of deposits and other assets of Seller memorializedin the Boston Branch Purchase Agreement shall have closed. -8- 5. Failure of Conditions. Except as otherwise provided in Section 9.2hereof, in the event Seller shall not be able to convey title to the Property onthe date of Closing in accordance with the provisions of this Agreement, thenBuyer shall have the option, exercisable by written notice to Seller at or priorto Closing, of (i) accepting at Closing such title as Seller is able to conveyand/or waiving any unsatisfied condition precedent, with no deduction from oradjustment of the Purchase Price, or (ii) declining to proceed to Closing. Inthe latter event, except as expressly set forth herein, all obligations,liabilities and rights of the parties under this Agreement shall terminate, andthe Deposit shall be returned to Buyer. 6. Closing; Deliveries. 6.1. Time of Closing. The Closing shall take place at 10:00 a.m. onthe date of the Closing under Boston Branch Purchase Agreement (the “ClosingDate”) at the offices of the Bingham McCutchen LLP, at 150 Federal Street,Boston, Massachusetts, unless otherwise agreed to in writing by both Seller andBuyer. Upon satisfaction or completion of all closing conditions and deliveriesas provided herein, the parties shall, pursuant to a joint escrow instructionletter to be executed by Seller and Buyer at Closing, direct the Escrow Agent toimmediately record and deliver the documents to the appropriate parties and makedisbursements of funds according to closing statements executed by Seller andBuyer at Closing. 6.2. Seller Deliveries. At Closing, Seller shall deliver to theEscrow Agent the following, and it shall be a condition to Buyer’s obligation toclose that Seller shall have delivered the same as aforesaid: 6.2.1. A Quitclaim Deed to the Real Property from Sellerconveying title in accordance with the provisions of Section 4.18 hereof, dulyexecuted and acknowledged by Seller, in the form attached hereto as Exhibit G. 6.2.2. A Conveyance, Bill of Sale and Assignment in the formattached hereto as Exhibit H, duly executed by Seller, conveying and assigningall of Seller’s right, title and interest in and to the Leases, the Personalty,the Warranties and Permits and the Assigned Contracts, without representation orwarranty. 6.2.3. To the extent in Seller’s possession, all architecturaland engineering drawings and specifications, utilities layout plans,topographical plans and the like used in the construction, improvement,alteration or repair of the Land or the Improvements (to the extent notdelivered in connection with Section 4.1.7 hereof). 6.2.4. Originals or copies (to the extent the originals ofsuch do not exist) certified by Seller to be true, accurate and complete, of theLeases and the Assigned Contracts. 6.2.5. Such standard affidavits as the title insurer shallreasonably require in order to issue, without extra charge, an owner’s policy oftitle insurance free of any exceptions for unfiled mechanics’ or materialmen’sliens for work performed by or materials supplied to Seller prior to Closing, orfor rights of parties in possession other than the tenants under the Leases andpersons claiming by, through or under the tenants under the Leases. -9- 6.2.6. A Non-Foreign Affidavit as required by the ForeignInvestors in Real Property Tax Act (“FIRPTA”), as amended, in the form ofExhibit I duly executed by Seller. Seller shall also provide all information andexecute all documents required to comply with the reporting provisions ofSection 6045 of the Internal Revenue Code. 6.2.7. A written certification by Seller that allrepresentations and warranties made by Seller in Article 3 of this Agreement aretrue and correct in all material respects on the date of Closing, except as maybe set forth in such certificate. 6.2.8. A notice to the tenants under the Leases, in the formattached hereto as Exhibit J, advising the tenants of the sale of the Propertyto Buyer and directing that rents and other payments thereafter be sent to Buyeror as Buyer may direct, duly executed by Seller. 6.2.9. (i) A certificate issued by the Secretary of State ofthe State of New York as to the legal existence of Seller as a New York bankingcorporation, (ii) a certificate issued by the Secretary of State of theCommonwealth of Massachusetts as to the qualification of Seller to do businessin the Commonwealth of Massachusetts, and (iii) a certificate of the Secretaryor Assistant Secretary of Seller as to resolutions adopted by the Board ofDirectors of Seller authorizing Seller to convey the Property to Buyer and theincumbency of officers, all certified as true and correct. 6.2.10. Any executed original Estoppel Certificates, ifreceived by Seller from the tenants under the Leases and not previouslydelivered to Buyer. 6.2.11. All keys and key cards to the Property in Seller’spossession or control, appropriately tagged for identification. 6.2.12. Copies, and where available originals, of all Permitsand Warranties. 6.2.13. To the extent in Seller’s possession, but in any eventas a condition precedent to Buyer’s obligation to close executed estoppelcertificates from the Required Tenants, as defined herein, each of which (i)shall be dated no earlier than forty-five (45) days prior to the initiallyscheduled Closing Date, and (ii) shall be substantially in the form of ExhibitF-1 attached hereto and incorporated herein by this reference; provided,however, that if any tenant is required or permitted under the terms of itsLease to provide less information or to otherwise make different statements in acertification of such nature than are set forth on Exhibit F-1 attached hereto,then Buyer shall accept any modifications made to such estoppel certificate tothe extent that such changes are consistent with the minimum requirements setforth in such tenant’s Lease. In the event Seller cannot for any reason obtainan estoppel certificate from all of the Required Tenants, Buyer may require as acondition to Buyer’s obligation to close under this Agreement, that Sellerdeliver to Buyer, and Seller, at its option, may deliver to Buyer, arepresentation letter in the form of Exhibit F-2 attached hereto andincorporated herein by this reference. Seller’s liability under each Seller’srepresentation letter shall expire and be of no further force or effect on theearlier of (A) one hundred eighty days (180) days following the Closing Date,and (B) the date that Buyer receives an estoppel certificate from any suchtenant. “Required Tenants” means tenants in the aggregate occupying eightypercent (80%) of the occupied rentable area of the Property. -10- 6.2.14. Copies of Notice of Termination of Contract deliveredto C.B. Richard Ellis Partners for Property Management Services. 6.2.15. All other instruments and documents reasonablyrequired to effect this Agreement and the transactions contemplated hereby solong as such instruments and documents do not subject Seller to furtherliability or cause Seller to incur unreasonable expenses. 6.2.16. A termination of lease executed by Buyer and Sellerterminating Seller’s tenancy rights under its lease(s) at the Real Property. 6.3. Buyer Deliveries. At Closing, Buyer shall deliver to the EscrowAgent the following, and it shall be a condition to Seller’s obligation to closethat Buyer shall have delivered the same as aforesaid: 6.3.1. A wire transfer in the amount required under Section2.2 hereof (subject to the adjustments provided for in this Agreement),transferred to the account of Escrow Agent to be disbursed by wire transfer inaccordance with Seller’s instructions as set forth in the joint escrowinstructions executed by Buyer and Seller. 6.3.2. A written certification by Buyer that allrepresentations and warranties made by Buyer in Article 14 of this Agreement aretrue and correct on the date of Closing, except as may be set forth in suchcertificate. 6.3.3. The Conveyance, Bill of Sale and Assignment referred toin Section 6.2.2., duly executed and acknowledged by Buyer, and which shallrequire Buyer to assume and agree to perform all of the obligations of Sellerunder the Lease, the Permits and Warranties and the Assigned Contracts accruingfrom and after the date of Closing. 6.3.4. All other instruments and documents reasonably requiredto effect this Agreement and the transactions contemplated hereby so long assuch instruments and documents do not subject Buyer to further liability orcause Buyer to incur unreasonable expenses. 7. Adjustments and Prorations. The following adjustments and prorations shall be made at Closing: 7.1. Lease Rentals and Other Revenues. 7.1.1. Rents. All collected rents shall be prorated betweenSeller and Buyer as of the day prior to the Closing Date. Seller shall beentitled to all rents attributable to any period to but not including theClosing Date. Buyer shall be entitled to all rents attributable to any period onand after the Closing Date. Rents not collected as of the Closing Date shall notbe prorated at the time of Closing. After Closing, Buyer shall make a good faitheffort to collect any rents not collected as of the Closing Date on Seller’sbehalf and to tender the same to Seller upon receipt (which obligation of Buyershall survive the Closing and not be merged herein); provided, however, that allrents collected by Buyer on or after the Closing Date shall first be applied toall amounts due under the Leases at the time of collection (i.e., current rentsand sums due Buyer as the current owner and landlord) with the balance (if any)payable to Seller, but only to the extent of amounts delinquent and actually due -11-Seller. Buyer shall not have an exclusive right to collect the sums due Sellerunder the Leases and Seller hereby retains its rights to pursue claims againstany tenant under the Leases for sums due with respect to periods prior to theClosing Date; provided, however, that Seller (i) shall be required to notifyBuyer in writing of its intention to commence or pursue such legal proceedings;(ii) shall only be permitted to commence or pursue any legal proceedings afterthe date which is three (3) months after Closing; and (iii) shall not bepermitted to commence or pursue any legal proceedings against any tenant seekingeviction of such tenant or the termination of the underlying Lease. The terms ofthe immediately preceding sentence shall survive the Closing and not be mergedtherein. 7.2. Lease Expenses. Buyer shall be solely responsible for all costsand expenses of every kind and nature whatsoever, including without limitation,(i) architectural and engineering fees, (ii) construction costs for tenantimprovements, (iii) legal fees and (iv) brokerage commission and fees, in eachcase paid or incurred by Seller in connection with the negotiation of, or withplacing a tenant in occupancy pursuant to, any new lease, amendment of lease, orother occupancy agreement which Seller enters into after the date of thisAgreement pursuant to Section 18(a) hereof, provided that Buyer has approvedsuch new lease, amendment of lease, or other occupancy agreement in itsreasonable discretion. 7.3. Real Estate and Personal Property Taxes. 7.3.1. Proration of Taxes.. All real estate taxes and personalproperty taxes levied, imposed or assessed against the Property for the fiscaltax year in which the Closing Date falls (“Closing Year”) shall be prorated. Inthe event that the final actual real estate tax bill or personal property taxbill for the Closing Year is not available or the tax rate not set at the timeof the Closing, the proration shall be based upon the final actual tax bill (assame may have been abated) for the immediately preceding year and shall beadjusted retroactively in the manner provided below in this section when thefinal actual tax bill for the Closing Year is available. All real estate taxesand personal property taxes for all years prior to the Closing Year shall bepaid by Seller. 7.3.2. Special Assessments. Seller shall pay all installmentsof special assessments due and payable prior to the Closing Date and Buyer shallpay all installments of special assessments due and payable on and after theClosing Date; provided, however, that Seller shall not be required by theforegoing to pay any installments of special assessments which have not beenconfirmed or which relate to projects that have not been completed on the datehereof. 7.3.3. Tenant Reimbursements. Notwithstanding the foregoingterms of this Section 7, Seller shall have no obligation to pay (and Buyer shallnot receive a credit at Closing for) any real estate or personal property taxesor special assessments to the extent that Buyer is entitled after Closing toreimbursement of taxes and assessments, or the recovery of any increase in taxesand assessments, from the tenants under the Leases, regardless of whether Buyeractually collects such reimbursement o increased taxes and assessments from suchtenants, it being understood and agreed by Buyer and Seller that (a) as betweenBuyer and Seller, Buyer shall be responsible for payment of all of such realestate or personal property taxes and assessments, and (b) the burden ofcollecting such reimbursements shall be solely on Buyer. Furthermore, Seller andBuyer acknowledge and agree that, notwithstanding any provision in any of theLeases to the contrary, the tax reimbursement payments to be paid by tenants ofthe Property during the Closing Year are to be applied to pay the real estatetaxes due and payable during the Closing Year and, therefore, Buyer shall notreceive a credit for any amounts due and payable by tenants of the Propertyprior to the Closing as real estate tax reimbursements. -12- 7.3.4. Reassessments. In the event the Property has beenassessed for real property tax purposes at such rates as would result inreassessments based upon a change in land usage or ownership of the Property onor after the Closing Date, Buyer hereby agrees to pay all such taxes and toindemnify and save Seller harmless from and against all liabilities for suchtaxes. Such indemnity shall survive the Closing and not be merged therein. 7.4. Other Property Operating Expenses. Operating expenses for theProperty, including pre-paid installments and other payments under AssumedContracts, shall be prorated as of 12:01 a.m. on the Closing Date. Seller shallpay all utility charges and other operating expenses attributable to theProperty to, but not including the Closing Date (except for those utilitycharges and operating expenses payable by tenants in accordance with the Leases)and Buyer shall pay all utility charges and other operating expensesattributable to the Property on or after the Closing Date. To the extent thatthe amount of actual consumption of any utility services is not determined priorto the Closing Date, a proration shall be made at Closing based on the lastavailable reading and post-closing adjustments between Buyer and Seller shall bemade within twenty (20) days of the date that actual consumption for suchpre-closing period is determined, which obligation shall survive the Closing andnot be merged therein. Seller shall not assign to Buyer any deposits whichSeller has with any of the utility services or companies servicing the Property.Buyer shall arrange with such services and companies to have accounts opened inBuyer’s name beginning at 12:01 a.m. on the Closing Date. Notwithstanding theforegoing terms of this section, Seller shall have no obligation to pay (andBuyer shall not receive a credit at Closing for) any operating expenses to theextent that Buyer is entitled after Closing to reimbursement of operatingexpenses, or the recovery of any increase in operating expenses, from thetenants under the Leases, regardless of whether Buyer actually collects suchreimbursement or increased operating expenses from such tenants, it beingunderstood and agreed by Buyer and Seller that (a) as between Buyer and Seller,Buyer shall be responsible for payment of all of such operating expenses, and(b) the burden of collecting such reimbursements shall be solely on Buyer. 7.5. Closing Costs. Buyer shall pay the following costs and expensesassociated with the transaction contemplated by this Agreement: (a) all premiumsand charges of Buyer’s title company for the title commitment and the owner’stitle policy (including endorsements), (b) the cost of obtaining any surveyobtained by Buyer, (c) all recording and filing charges in connection with theinstruments by which Seller conveys the Property, (d) half of all escrowcharges, (f) the fees due to Buyer’s attorney, (g) all costs of Buyer’sInvestigations, including fees due its consultants and attorneys, and (h) alllenders’ fees related to any financing to be obtained by Buyer. Seller shall paythe following costs and expenses associated with the transaction contemplated bythis Agreement: (i) all transfer taxes, sales taxes, documentary stamp taxes andsimilar charges, if any, applicable to the transfer of the Property to Buyer,(ii) all fees due Seller’s attorneys, (iii) all costs incurred in connectionwith causing the title company to remove any Exceptions to the extent thatSeller is required to remove such Exception pursuant to Section 4.1.9 hereof,including without limitation all recording and filing charges with respectthereto, and (iv) half of all escrow charges. The obligations of the partiesunder this Section 7.5 shall survive the Closing (and not be merged therein) orany earlier termination of this Agreement. -13- 7.6. Cash Security Deposits. At Closing, Seller shall give Buyer acredit against the Purchase Price in the aggregate amount of any cash securitydeposit then held by Seller under the Leases less any administrative or similarcharges to which Seller may be entitled under applicable law. 7.7. Apportionment Credit. In the event the apportionments to bemade at the Closing result in a credit balance (a) to Buyer, such sum shall bepaid at the Closing by giving Buyer a credit against the Purchase Price in theamount of such credit balance, or (b) to Seller, Buyer shall pay the amountthereof to Seller at the Closing by wire transfer of immediately available fundsto the account or accounts to be designated by Seller for the payment of thePurchase Price. 7.8. Delayed Adjustment; Delivery of Operating and Other Statements.If at any time following the Closing Date, the amount of an item listed in anysection of this Section 7 shall prove to be incorrect (whether as a result of anerror in calculation or a lack of complete and accurate information as of theClosing), the party in whose favor the error was made shall promptly pay to theother party the sum necessary to correct such error upon receipt of proof ofsuch error, provided that such proof is delivered to the party from whom paymentis requested on or before one (1) year after Closing (such period being referredto herein as the “Post Closing Adjustment Period”). In order to enable Seller todetermine whether any such delayed adjustment is necessary, Buyer shall provideto Seller current operating and financial statements for the Property no laterthan the date one (1) month prior to the expiration of the Post-ClosingAdjustment Period. The provisions of this Section 7.8 shall survive the Closingand not be merged therein. 8. Damage or Destruction; Condemnation; Insurance. 8.1. Damage or Destruction. If, prior to Closing, the Property orany portion thereof is damaged by fire or other casualty, Seller shall deliverwritten notice thereof to Buyer, together with a written estimate prepared bySeller’s insurance adjuster (the “Insurance Adjuster”), of the cost to repairsuch damage and the time required to complete repairs (the “Casualty Notice”).The Casualty Notice shall be provided by Seller to Buyer as soon as reasonablypossible after the occurrence of the casualty. 8.1.1. Material Damage or Destruction. In the event of anyMaterial Damage to or destruction of the Property or any portion thereof priorto Closing, Buyer may, at its option, terminate this Agreement by deliveringwritten notice of termination to Seller on or before the expiration of ten (10)days after the date Seller delivers the Casualty Notice to Buyer (and ifnecessary, the Closing Date shall be extended to give Buyer the full ten-dayperiod to make its election to terminate this Agreement). Upon any suchtermination by Buyer, the Deposit shall be returned to Buyer and the partieshereto shall have no further rights or obligations hereunder, other than thosethat by their terms survive the termination of this Agreement. If Buyer does notterminate this Agreement within said ten (10) day period, then the parties shallproceed under this Agreement and close on schedule (subject to extension of theClosing Date as provided above), and as of Closing Seller shall assign to Buyerall of Seller’s rights in and to any resulting insurance proceeds. For purposesof this Section 8.1, “Material damage” and “Materially Damage” means damagewhich, in the reasonable estimation of the Insurance Adjuster, would cost inexcess of $100,000.00 to repair or which would take longer than ninety (90) daysto repair from the date repairs are commenced. -14- 8.1.2 Non-Material Damage or Destruction. If the Property isnot Materially Damaged, then Buyer shall not have the right to terminate thisAgreement, and Seller shall, at its option, elect one of the following: (a)cause the damage to be completely repaired before the Closing in a mannerreasonably satisfactory to Buyer, (b) upon the Closing, there shall be a creditagainst the Purchase Price equal to the estimated cost of repair and restorationas reasonably determined by a third party contractor mutually acceptable to theSeller and the Buyer, which approval is not to be unreasonably withheld ordelayed (the “Contractor”), Buyer will cooperate with Seller as reasonablyrequested by Seller in the collection of any insurance proceeds and Buyer’sobligations in this regard shall survive the Closing. 8.2. Condemnation. If proceedings in eminent domain are institutedwith respect to any material portion of the Property, Buyer may, at its option,by written notice to Seller given within ten (10) days after Seller notifiesBuyer of such proceedings (and if necessary the Closing Date shall beautomatically extended to give Buyer the full ten-day period to make suchelection), either: (i) terminate this Agreement, in which case the Deposit shallbe immediately returned to Buyer and the parties hereto shall have no furtherrights or obligations, other than those that by their terms survive thetermination of this Agreement, or (ii) proceed under this Agreement, in whichevent Seller shall, at the Closing, assign to Buyer its entire right, title andinterest in and to any condemnation award, and Buyer shall have the sole rightafter the Closing to negotiate and otherwise deal with the condemning authorityin respect of such matter. If Buyer does not give Seller written notice of itselection within the time required above, then Buyer shall be deemed to haveelected option (ii) above. For purposes of this Section 8.2, a “material portionof the Property” shall be deemed to be subject to proceedings in eminent domainif (a) any portion of the Building is subject to the eminent domain proceeding,or (b) 10% or more of the parking spaces on the Land are subject to the eminentdomain proceeding, or (c) access and egress to and from the Property is takensuch that there is no longer any legal means of access to or aggress from theBuilding and State Street or Congress Street. 9. Remedies. 9.1. Buyer Default. In the event Buyer breaches its obligationsunder this Agreement, then Seller shall, as its sole remedy therefore, beentitled to receive the Deposit as liquidated damages (and not as a penalty) inlieu of, and as full compensation for, all other rights or claims of Selleragainst Buyer by reason of such default. The retention of the Deposit shall bethe Seller’s sole remedy at law and in equity for Buyer’s breach. Thereupon thisAgreement shall terminate and the parties shall be relieved of all furtherobligations and liabilities hereunder, except as expressly set forth herein.Buyer and Seller acknowledge that the damages to Seller resulting from Buyer’sbreach would be difficult, if not impossible, to ascertain with any accuracy,and that the liquidated damage amount set forth in this Section represents bothparties’ best efforts to approximate such potential damages. 9.2. Seller Default. In the event Seller breaches its obligationsunder this Agreement, Buyer may, as its sole remedy therefore, either (i)enforce specific performance of this Agreement against Seller, or (ii) terminatethis Agreement and recover from Seller the Deposit. As a condition precedent toBuyer exercising any right it may have to bring an action for specificperformance as a result of Seller’s breach, Buyer must commence such an actionwithin ninety (90) days after the earlier of (1) the date on which Buyer isnotified by Seller in writing of the occurrence of such default and (2) theClosing Date. Buyer agrees that its failure to timely commence such an actionfor specific performance within such ninety (90) day period shall be deemed awaiver by it of its right to commence such an action. -15- 10. Possession. Possession of the Property shall be surrendered to Buyerat Closing, free of all tenants and occupants other than the tenants under theLeases, and persons claiming by, through or under the tenants under the Leases. 11. Notices. All notices and other communications provided for hereinshall be in writing and shall be sent to the address set forth below (or suchother address as a party way hereafter designate for itself by notice to theother parties as required hereby) of the party for whom such notice orcommunication is intended: 11.1. If to Seller: Atlantic Bank of New York 960 Avenue of the Americas New York, New York 1001 Attention: James S. Maxell Executive Vice President and General Counsel Fax No.: 212-967-2557With a copy to: Marcia Robinson, Esq. Bingham McCutchen LLP 150 Federal Street Boston, Massachusetts 02110 Fax No.: 617-428-6392 11.2. If to Buyer: First National Bank of Ipswich 31 Market Street Ipswich, Massachusetts 01938 Attention: Donald P. Gill Fax No.: 781-331-5881With a copy to: Christopher J. Currier, Esq. Craig and Macauley Professional Corporation 600 Atlantic Avenue Federal Reserve Plaza Boston, Massachusetts 02210 Fax No.: 617-742-1788 -16- 11.3. If to the Escrow Agent to: Ticor Title Insurance Company 25 Burlington Mall Road, Suite 200 Burlington, Massachusetts 01803 Fax No.: ____________ Attention: Terry RomaniakAny such notice or communication shall be sufficient it sent by registered orcertified mail, return receipt requested, postage prepaid; by hand delivery; orby overnight courier service; or by facsimile with confirmed receipt, followedby a copy delivered by any of the foregoing methods other than facsimile. Anysuch notice or communication shall be deemed given and received on (i) the third(3rd) day following the day when deposited with the U.S. Mail or (ii) the dateit is delivered to the other party if sent by overnight courier service ordelivered in hand, or (iii) the date it is sent to the other party if sent byfacsimile 12. Brokers. Buyer and Seller each represents to the other that it has notdealt with any broker or agent in connection with this transaction. Each partyhereby indemnifies and holds harmless the other party from all loss, cost andexpense (including reasonable attorneys, lees) arising out of a breach of itsrepresentation or undertaking set forth in this Section 12. The provisions ofthis Section 12 shall survive the Closing or the termination of this Agreement. 13. Escrow Agent. Escrow Agent shall hold the Deposit in accordance withthe terms and provisions of this Agreement, subject to the following: 13.1. Obligations. Escrow Agent undertakes to perform only suchduties as are expressly set forth in this Agreement and no implied duties orobligations shall be read into this Agreement against Escrow Agent. 13.2. Reliance. Escrow Agent may act in reliance upon any writing orinstrument or signature which it, in good faith, believes, and any statement orassertion contained in such writing or instrument, and may assume that anyperson purporting to give any writing, notice, advice or instrument inconnection with the provisions of this Agreement has been duly authorized to doso. Escrow Agent shall not be liable in any manner for the sufficiency orcorrectness as to form, manner and execution, or validity of any instrumentdeposited in escrow, nor as to the identity, authority, or right of any personexecuting the same, and Escrow Agent’s duties under this Agreement shall belimited to those provided in this Agreement. 13.3. Indemnification. Unless Escrow Agent discharges any of itsduties under this Agreement in a negligent manner or is guilty of willfulmisconduct with regard to its duties under this Agreement, Seller and Buyershall indemnify Escrow Agent and hold it harmless from any and all claims,liabilities, losses, actions, suits or proceedings at law or in equity, or otherexpenses, fees, or charges of any character or nature, which it may incur orwith which it may be threatened by reason of its acting as Escrow Agent underthis Agreement; and in such connection Seller and Buyer shall indemnify EscrowAgent against any and all expenses including reasonable attorneys’ fees and thecost of defending any action, suit or proceeding or resisting any claim in suchcapacity. 13.4. Disputes. If the parties (including Escrow Agent) shall be indisagreement about the interpretation of this Agreement, or about theirrespective rights and obligations, or the propriety of any action contemplatedby Escrow Agent, or the application of the Deposit, Escrow Agent shall hold theDeposit until the receipt of written instructions from both Buyer and Seller ora final order of a court of competent jurisdiction. In addition, in any suchevent, Escrow Agent may, but shall not be required to, file an action in -17-interpleader to resolve the disagreement. Escrow Agent shall be indemnified forall costs and reasonable attorneys’ fees in its capacity as Escrow Agent inconnection with any such interpleader action and shall be fully protected insuspending all or part of its activities under this Agreement until a finaljudgment in the interpleader action is received. 13.5. Counsel. Escrow Agent may consult with counsel of its ownchoice and have full and complete authorization and protection in accordancewith the opinion of such counsel. Escrow Agent shall otherwise not be liable forany mistakes of fact or errors of judgment, or for any acts or omissions of anykind, unless caused by its negligence or willful misconduct. 13.6. Interest. All deposits into the escrow shall be held by theEscrow Agent in an interest bearing account. All interest earned on the Depositshall be deemed to be part of the Deposit and shall accrue to the benefit ofBuyer except to the extent the Deposit becomes payable to Seller pursuant toSection 9.1. In such event the interest earned on the Deposit shall accrue tothe benefit of the Seller. 14. Representations of Buyer. Buyer represents and warrants that: 14.1. Authority. Buyer is a national bank duly organized, validlyexisting and in good standing under the laws of the United States of America.Buyer has all requisite power and authority to enter into this Agreement and toperform its obligations hereunder. The execution and delivery of this Agreementby Buyer and the performance of Buyer’s obligations hereunder have been dulyauthorized. This Agreement constitutes a valid and binding obligation of Buyer,enforceable in accordance with its terms against Buyer, subject to bankruptcy,reorganization, insolvency and similar laws affecting the enforcement ofcreditors’ rights generally and to general principles of equity. 14.2. No Conflict. The execution and delivery of this Agreement andthe consummation of the transactions contemplated hereunder on the part of Buyerdo not and will not violate any applicable law, ordinance, statute, rule,regulation, order, decree or judgment, conflict with or result in the breach ofany terms or provisions of, or constitute a default under, or result in thecreation or imposition of any lien, charge, or encumbrance upon any of theproperty or assets of the Buyer by reason of the terms of any contract,mortgage, lien, lease, agreement, indenture, instrument or judgment to whichBuyer is a party or which is or purports to be binding upon Buyer or whichotherwise affects Buyer. No action by any federal, state or municipal or othergovernmental department, commission, board, bureau or instrumentality isnecessary to make this Agreement a valid instrument binding upon Buyer inaccordance with its terms. 14.3. Buyer’s Federal Tax Identification Numberis: 04-1473215. 14.4. Patriot Act. Executive Order No. 13224 on Terrorist Financing,effective September 24, 2001 (the “Executive Order”), and the Uniting andStrengthening America by Providing Appropriate Tools Required to Intercept andObstruct Terrorism Act of 2001 (Public Law 10756, the “Patriot Act”) prohibitcertain property transfers. Buyer hereby represents and warrants to Seller(which representations and warranties shall be deemed to be continuing andre-made at Closing) that neither Buyer nor any stockholder, manager,beneficiary, partner, or principal of Buyer is subject to the Executive Order,that none of them is listed on the United States Department of the Treasury -18-Office of Foreign Assets Control list of “Specially Designated Nationals andBlocked Persons” as modified from time to time, and that none of them isotherwise subject to the provisions of the Executive Order or the Patriot Act.The most current list of “Specially Designated Nationals and Blocked Persons”can be found at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html. Theprovisions of this subsection shall survive the Closing. 15. As Is and with All Faults. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLINGAND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS, ANDTHAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3 ANDEXCEPT FOR THE WARRANTIES OF TITLE SET FORTH IN THE QUITCLAIM DEED TO BEDELIVERED TO BUYER HEREUNDER, SELLER HAS NOT MADE AND BUYER IS NOT RELYING ONANY REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, OF ANY KIND WHATSOEVER(INCLUDING, WITHOUT LIMITATION, AS TO ENVIRONMENTAL OR ZONING MATTERS), EXPRESSOR IMPLIED, FROM SELLER, ITS EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, AGENTS,CONSULTANTS, CONTRACTORS, SUBCONTRACTORS OR BROKERS (COLLECTIVELY, “SELLER’SRELATED PARTIES”) AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUTLIMITATION, ANY INFORMATION CONTAINED IN ANY REPORT, PLAN, SURVEY,SPECIFICATION, STUDY, ANALYSIS, DOCUMENT, OR OTHER WRITTEN MATERIAL GIVEN BY ORON BEHALF OF SELLER, INCLUDING, WITHOUT LIMITATION, ANY OF WHICH MAY HAVE BEENPREPARED BY OR ON BEHALF OF SELLER BY ANY RELATED OR UNRELATED THIRD PARTY, TOBUYER WITH RESPECT TO THE PROPERTY. IN ENTERING INTO THIS AGREEMENT ANDPURCHASING THE PROPERTY, BUYER HEREBY ACKNOWLEDGES THAT, EXCEPT FOR THEREPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3 AND EXCEPT FOR THEWARRANTIES OF TITLE SET FORTH IN THE QUITCLAIM DEED TO BE DELIVERED TO BUYERHEREUNDER, SELLER AND SELLER’S RELATED PARTIES HAVE NOT MADE, DO NOT HEREBYMAKE, AND WILL NOT HEREAFTER BE DEEMED TO HAVE MADE ANY REPRESENTATIONS ORWARRANTIES OR GUARANTEES, ORAL OR WRITTEN, WHETHER EXPRESS OR IMPLIED, WITHRESPECT TO THE PROPERTY OR THE PHYSICAL, LEGAL, FINANCIAL, OR OPERATINGCONDITION THEREOF OR THE SUITABILITY THEREOF FOR ANY PARTICULAR PURPOSE, OR WITHRESPECT TO THE VIABILITY OR FINANCIAL CONDITION OF THE TENANTS UNDER THE LEASES.EXCEPT AS PROVIDED IN SECTION 17.8 HEREOF AND EXCEPT FOR THE REPRESENTATIONS ANDWARRANTIES SET FORTH IN SECTION 3 AND EXCEPT FOR THE WARRANTIES OF TITLE SETFORTH IN THE QUITCLAIM DEED TO BE DELIVERED TO BUYER HEREUNDER, BUYER’SACCEPTANCE AND RECORDING OF A DEED TO REAL PROPERTY FROM SELLER SHALL, OPERATETO WAIVE, RELEASE, AND DISCHARGE SELLER FROM ANY AND ALL CLAIMS, LIABILITY,LOSS, COST, DAMAGE, OR EXPENSES ARISING OUT OF OR RELATED TO THE CONDITION(INCLUDING THE PRESENCE OF ASBESTOS OR ENVIRONMENTAL HAZARDS OR SUBSTANCES ON OROFF SITE), PERMITTED USE, VALUATION, OR UTILITY OF THE PROPERTY, OR ANYACTIVITIES OF SELLER WITH RESPECT TO SUCH CONDITION OF THE PROPERTY, OR THEFURNISHING OF ANY INFORMATION BY SELLER WITH RESPECT TO THE PROPERTY. -19- 16. Property Information and Confidentiality. 16.1. Buyer agrees that, prior to the Closing, all PropertyInformation shall be kept strictly confidential and shall not, without the priorconsent of Seller, be disclosed by Buyer or Buyer’s Representatives, in anymanner whatsoever, in whole or in part, and will not be used by Buyer or Buyer’sRepresentatives directly or indirectly, for any purpose other than evaluatingthe Property. Moreover, Buyer agrees that, prior to the Closing, the PropertyInformation will be transmitted only to Buyer’s Representatives (i) who need toknow the Property Information for the purpose of evaluating the Property, andwho are informed by Buyer of the confidential nature of the PropertyInformation, and (ii) who agree to be bound by the terms of this Section 16. Theprovisions of this Section 16 shall in no event apply to Property Informationwhich is a matter of public record and shall not prevent Buyer from complyingwith laws, including, without limitation, governmental regulatory, disclosure,tax and reporting requirements. 16.2. Buyer and Seller, for the benefit of each other, hereby agreethat between the date hereof and the Closing Date, they will not release orcause or permit to be released any press notices, publicity (oral or written) oradvertising promotion relating to, or otherwise announce or disclose or cause orpermit to be announced or disclosed, in any manner whatsoever, the terms,conditions or substance of this Agreement or the transactions contemplatedherein, without first obtaining the written consent of the other party hereto.It is understood that the foregoing shall not preclude either party fromdiscussing the substance or any relevant details of the transactionscontemplated in this Agreement, with any of its attorneys, accountants,professional consultants, investor clients, potential investor clients orpotential lenders, as the case may be, or prevent either party hereto fromcomplying with laws, including, without limitation, governmental regulatory,disclosure, tax and reporting requirements. 16.3. Buyer shall indemnify and hold Seller harmless from andagainst any and all claims, demands, causes of action, losses, damages,liabilities, costs and expenses (including, without limitation, attorneys’ feesand disbursements) suffered or incurred by Seller and arising out of or inconnection with a breach by Buyer or Buyer’s Representatives of the provisionsof this Section 16. 16.4. In the event this Agreement is terminated, Buyer and Buyer’sRepresentatives shall promptly deliver to Seller all originals and copies of theProperty Information in the possession of Buyer and Buyer’s Representatives. 16.5. As used in this Agreement, the term “Property Information”shall mean (i) all information and documents in any way relating to theProperty, the operation thereof or the sale thereof (including, withoutlimitation, the Lease) furnished to, or otherwise made available for review by,Buyer or its members, managers, directors, officers, employees, affiliates,partners, brokers, agents or other representatives, including, withoutlimitation, attorneys, accountants, contractors, consultants, engineers,investor clients, potential investor clients, lenders and financial advisors(collectively, “Buyer’s Representatives”), by Seller or any of Seller’s RelatedParties, and (ii) all analyses, compilations, data, studies, reports or otherinformation or documents prepared or obtained by Buyer or Buyer’sRepresentatives containing or based, in whole or in part, on the formation ofdocuments described in the preceding clause (i), or the investigations conductedby Buyer, or otherwise reflecting their review or investigation of the Property. -20- 16.6. The provisions of this Section 16 shall survive thetermination of this Agreement. 17. Miscellaneous. 17.1. Assignability. Except as set forth in this Section 17.1, thisAgreement may not be assigned by Buyer without the prior written consent ofSeller, which may be given or withheld by Seller in its sole and absolutediscretion, and any assignment or attempted assignment by Buyer without theprior written consent of Seller shall constitute a default by Buyer hereunderand shall be null and void. No consent by Seller to an assignment of thisAgreement shall be effective unless and until Buyer shall deliver to Seller anagreement in form and substance reasonably satisfactory to Seller pursuant towhich such assignee assumes and agrees to be bound by all of the terms,covenants, conditions and provisions of this Agreement. 17.2. Governing Law; Bind and Inure. This Agreement shall begoverned by the laws of the Commonwealth of Massachusetts and shall bind andinure to the benefit of the parties hereto and their respective heirs,executors, administrators, successors, assigns and personal representatives. 17.3. Recording. This Agreement or any notice or memorandum hereofshall not be recorded in any public record. A violation of this prohibition byBuyer shall constitute a material breach of Buyer, entitling Seller to terminatethis Agreement and retain the Deposit. 17.4. Time of the Essence. Time is of the essence of this Agreement. 17.5. Headings. The headings preceding the text of the paragraphsand subparagraphs hereof are inserted solely for convenience of reference andshall not constitute a part of this Agreement, nor shall they affect itsmeaning, construction or effect. 17.6. Counterparts. This Agreement may be executed simultaneously incounterparts, each of which shall be deemed all original, but all of whichtogether shall constitute one and the same instrument. 17.7. Exhibits. All Exhibits which are referred to herein and whichare attached hereto or bound separately and initialed by the parties areexpressly made and constitute a part of this Agreement. 17.8. Survival. Unless otherwise expressly stated in this Agreement,each of the warranties and representations of Seller and Buyer is made as of thedate of this Agreement and remade as of the Closing Date and the shall survivethe Closing and delivery of the deed and other closing documents by Seller toBuyer, and shall not be deemed to have merged therewith; provided, however, thatany suit or action for breach of any of the representations and warranties setforth herein must be commenced within one hundred and eighty (180) days afterthe Closing or any claim based thereon shall be deemed irrevocably waived. Theaggregate liability of Seller for breach of any and all representations andwarranties shall not exceed $500,000, and recovery of actual damages up to thatamount shall be Buyer’s sole and exclusive remedy for any such breach, provided,however, that Seller shall have no liability to Buyer for matters disclosed bySeller or discovered by Buyer prior to the Closing. With respect to mattersdisclosed or discovered prior to the Closing, Buyer’s sole rights and remediesshall be as set forth in Section 5 hereof. -21- 17.9. Use of Proceeds to Clear Title. To enable Seller to makeconveyance as herein provided, Seller may, at the time of Closing, use thePurchase Price or any portion thereof to clear the title of any or allencumbrances or interests, provided that provision reasonably satisfactory toBuyer’s attorney and Buyer’s title insurer is made for prompt recording of allinstruments so procured in accordance with conveyancing practice in thejurisdiction in which the Property is located. 17.10. Entire Agreement; Amendments. This Agreement and the Exhibitshereto set forth all of the promises, covenants, agreements, conditions andundertakings between the parties hereto with respect to the subject matterhereof, and supersede all prior and contemporaneous agreements andunderstandings, inducements or conditions, express or implied, oral or written,except as contained herein. This Agreement may not be changed orally but only byan agreement in writing, duly executed by or on behalf of the party or partiesagainst whom enforcement of any waiver, change, modification, consent ordischarge is sought. 17.11. No Shopping. From the date hereof through the Closing Date orearlier termination of this Agreement, Seller will not negotiate for or acceptany offers to purchase the Property or any part thereof from any party otherthan Buyer. 18. Seller’s Obligations Prior to Closing. Seller covenants and agreeswith Buyer that until the Closing or earlier termination of this Agreement: (a) Seller shall not amend, modify, extend or cancel the Leases, or enter into any new lease or occupancy agreement respecting all or any portion of the Real Property, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed; (b) Seller shall not modify or amend any Contract or enter into any new service, maintenance, management, construction, leasing, service, equipment, supply, maintenance, concession or other agreement respecting the Property which will be binding on the Property and Buyer after the Closing without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed; (c) Seller shall continue to operate and service the Property with the same standard of care as Seller has operated and serviced the Property for its own account prior to the date hereof; and (d) Seller shall not remove any Personalty from the Real Property unless the same is replaced with items of a least equal function and quality prior to closing. -22-IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as ofthe date first above written. SELLER: ATLANTIC BANK OF NEW YORK —— By: /s/ Thomas M. O’Brien ———————————– Name: Thomas M. O’Brien Title: President and Chief Executive Officer BUYER: THE FIRST NATIONAL BANK OF IPSWICH —– By: /s/ Donald P. Gill ———————————– Name: Donald P. Gill Title: President and Chief Executive Officer ESCROW AGENT: TICOR TITLE ———— INSURANCE COMPANY By: /s/ Terry J. Romaniak ———————————– Name: Terry J. Romaniak Title: Vice President -23- List of Exhibits Exhibit A Description of Land Exhibit B Excluded Personalty Exhibit C List of Leases Exhibit C-1 Aged Deliquencies Exhibit D List of Contracts Exhibit E Due Diligence Materials Exhibit F-1 Form of Estoppel Certificate Exhibit F-2 Seller’s Estoppel Certificate Exhibit G Form of Quitclaim Deed Exhibit H Form of Conveyance, Bill of Sale and Assignment Exhibit I Form of Non-Foreign Affidavit Exhibit J Form of Notice to Tenant