Salesforce.com 2010 Annual Report Download - page 155

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.
accurate information becomes available and either Party shall be entitled to an adjustment to correct the same. Any corrected adjustment or proration will be
paid in cash to the Party entitled thereto.
15. Disbursements and Other Actions By Escrow Holder. Upon the Close of Escrow, Escrow Holder shall promptly undertake all of the following in
the manner indicated:
15.1 Prorations. Prorate all matters referenced in Paragraph 14 based upon the statement delivered into Escrow signed by the Parties.
15.2 Recording. Cause the Grant Deed, the Assignment of South OPA, the memorandum of the Agreement Regarding Construction Obligations,
and any other documents that the Parties may mutually direct, to be recorded in the Official Records and conformed copies thereof, showing all recording
information, to be delivered to Buyer and Seller.
15.3 Funds. Disburse from funds deposited with Escrow Holder by Buyer towards payment of all items chargeable to the account of Buyer
pursuant hereto in payment of such costs (including, without limitation, the payment to Seller of the Purchase Price), and disburse the balance of such funds, if
any, to Buyer.
15.4 Title Policy. Issue the Title Policy to Buyer.
15.5 Documents To Seller. Deliver to Seller one (1) original of the Assignment of Infrastructure Rights, one (1) original of the Agreement
Regarding Construction Obligations, one (1) original of the Infrastructure CFD Bond Disclosure Assumption Agreement, and one (1) original of the RMC
Lease Assignment, together with any other documents to be delivered to Seller hereunder.
15.6 Documents To Buyer. Deliver to Buyer one (1) original of the Assignment of Infrastructure Rights, one (1) original of the Agreement
Regarding Construction Obligations, one (1) original of the Infrastructure CFD Bond Disclosure Assumption Agreement, the original FIRPTA Certificate, the
original California Affidavit, and one (1) original of the RMC Lease Assignment, together with any other documents to be delivered to Buyer hereunder.
16. Seller's Representations and Warranties. In consideration of Buyer's execution and delivery of this Agreement, Seller hereby makes the following
representations and warranties to Buyer. Where used in this Paragraph 16, the term "Seller's knowledge", or similar phrases, shall refer to the then current,
actual knowledge of [***], without any duty of separate investigation or inquiry. Seller represents and warrants that [***] (i) are the individuals affiliated with
Seller and/or Alexandria who have the primary responsibility for overseeing the ownership, management, and operation of the Land, (ii) have had such
primary responsibility for overseeing the ownership, management, and operation of the Land for at least one (1) year, and (iii) are the individuals affiliated
with Seller and/or Alexandria who are most knowledgeable regarding the ownership, management, and operation of the Land. Seller further represents and
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