Salesforce.com 2010 Annual Report Download - page 144

CONFIDENTIAL TREATMENT REQUESTED
*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
security of Buyer, or (d) any income, rentals, revenue, profits, or other proceeds derived from Buyer's ownership, operation, leasing, or sale of any portion of
or interest in the Property, whether as security for the repayment of a loan or the performance of an obligation or as the creation of fractional undivided
interests that are sold or pledged, directly or indirectly, or that are negatively pledged, in order to finance or refinance, directly or indirectly, any costs of
Buyer incurred in connection with Buyer's obligations under this Agreement.
1.142 "Transferee" means any natural person, corporation, firm, partnership, association, joint venture, governmental or political subdivision or
agency or any similar entity to whom a Transfer is made.
1.143 "Unavoidable Delay" means a delay that is caused by strikes or other labor disputes, acts of god, weather (to the extent different from
seasonal norms for the San Francisco Bay area), inability to obtain labor or materials despite commercially reasonable efforts (financial condition excepted),
lawsuits brought by plaintiffs who are not Affiliates of the person claiming the benefit of the Unavoidable Delay (except to the extent caused by the
negligence of the person claiming the benefit of the Unavoidable Delay), but only to the extent that an injunction or restraining order has been issued by a
court of competent jurisdiction preventing performance, atypical restrictions imposed or mandated by Governmental Authorities in issuing requisite approvals
or consents, enemy action, terrorism, civil commotion, fire, flood, earthquake, or other natural disaster or casualty, or any other unforeseeable event beyond
the reasonable control of the person claiming the benefit of the Unavoidable Delay.
1.144 "Vesting Covenant" means that certain Declaration of Covenants recorded in the Official Records on November 15, 2005, as Document
No. 2005-I072096, pursuant to which Seller has the right (among other rights) to develop on the Land not more than an aggregate of 500,000 square feet of
gross (commercial) floor area.
1.145 "Vesting Deed" means that certain Grant Deed recorded in the Official Records on November 15, 2005, as Document No. 2005-I072095,
pursuant to which Seller acquired title to the Land.
1.146 "Vesting PSA" means that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 14, 2005, between
FOCIL, as seller, and Seller, as buyer, pursuant to which Seller acquired the Land and certain entitlements.
2. Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, for the Purchase Price and upon
the terms and conditions set forth in this Agreement. Simultaneously with the delivery of the Deposit pursuant to Paragraph 3.1 below, Buyer shall deliver the
Independent Consideration or cause the Independent Consideration to be delivered to Escrow Holder, in Immediately Available Funds. Escrow Holder shall
automatically and immediately deliver the Independent Consideration to Seller (in accordance with wiring instructions separately provided by Seller), without
the need for any further instructions from Buyer. Seller and Buyer agree that the Independent
-15-