Salesforce.com 2010 Annual Report Download - page 156

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.
warrants that (x) a general inquiry was sent to each other individual affiliated with Seller and/or Alexandria whose current responsibilities include any
material aspect of the ownership, management, or operation of the Land, and (y) no such individual reported having any current, actual knowledge of any fact
that would make any representation or warranty expressly set forth in this Paragraph 16 incorrect in any material respect. Buyer hereby agrees that none of the
foregoing individuals shall have or incur any personal liability for the breach of any representation or warranty in this Agreement, and that Buyer's sole
remedy for any such breach shall be an action against Seller (but only to the extent otherwise permitted under the terms and conditions of this Agreement).
16.1 Organization. Seller is a limited liability company, duly organized and existing in good standing under the laws of the State of Delaware and
qualified to do business in the State of California, with its principal place of business in the State of California.
16.2 Authority. Seller has the legal right, power, and authority to enter into this Agreement and to consummate the transactions contemplated in
this Agreement. The execution, delivery, and performance of this Agreement by Seller have been duly authorized and, except as may be expressly set forth
otherwise in this Agreement, no other action is required to the valid and binding execution, delivery, and performance of this Agreement by Seller.
16.3 No Conflicts. Seller's execution and delivery of this Agreement, Seller's consummation of the transactions contemplated in this Agreement,
and Seller's compliance with the terms of this Agreement will not conflict with, or, with or without notice or the passage of time or both, result in a breach of
any of the terms or provisions of, or constitute a default under, (a) Seller's formation documents, (b) any agreement (oral or written) to which Seller is a party
or by which Seller is bound, (c) any applicable regulation of any Governmental Authority, or (d) any judgment, order, or decree of any court having
jurisdiction over Seller.
16.4 No Preferential Rights. Except pursuant to instruments duly recorded in the Official Records, Seller has not granted any options or rights of
first refusal or rights of first offer to third parties to purchase or otherwise acquire an interest in the Property that will survive the Close of Escrow.
16.5 No Material Violations. Seller has not received any written notice that the Land is in material violation or breach of, or material default
under, the Master Commercial Declaration, the Environmental Covenant, the Risk Management Plan, or any Applicable Laws, and no claim based on any
such violation, breach, or default is currently being asserted or pursued or, to Seller's knowledge, currently being threatened.
16.6 Files and Documents. To Seller's knowledge, Seller has delivered or made available to Buyer all files and documents relating to the Property
in Seller's possession or control that could have a material effect on a reasonably prudent buyer's decision whether to buy the Property.
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