Salesforce.com 2010 Annual Report Download - page 172

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.
(e) The Close of Escrow shall not be contingent upon or otherwise subject to the consummation of any Exchange;
(f) Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the Exchanging Party
to consummate any such Exchange; provided, however, that the Exchanging Party shall have a one-time right to extend the Closing Date for up to
thirty (30) days in order to complete such Exchange by delivering written notice to Escrow Holder and the non-Exchanging Party at least seven (7)
business days prior to the Closing Date;
(g) The non-Exchanging Party shall have no responsibility or liability to any third party involved in any Exchange, and the Exchanging Party
shall indemnify and defend the non-Exchanging Party and hold the non-Exchanging Party harmless against any and all claims, damages, liabilities,
losses, costs and expenses, including, without limitation, attorneys' fees and costs, arising out of or in any way connected with any Exchange that the
non-Exchanging Party would not have incurred but for such Exchange, including, but not limited to, any liabilities, losses, costs, or expenses incurred
or sustained by the non-Exchanging Party in the event the non-Exchanging Party is audited or questioned in connection with such Exchange;
(h) The non-Exchanging Party shall not be required to make any representations or warranties, to assume any obligations, or to spend any out-of-
pocket sum in connection with any Exchange; and
(i) All representations, warranties, undertakings, covenants, indemnities, and obligations of the Parties to each other, whether set forth in this
Agreement or otherwise existing at law or at equity, shall inure to the benefit of the Parties, notwithstanding any Exchange.
31. Miscellaneous.
31.1 Survival of Covenants. In addition to the provisions otherwise expressly set forth in this Agreement, (a) the representations and warranties of
Buyer and Seller set forth in this Agreement, and (b) all covenants made by Buyer and Seller in this Agreement pursuant to which Buyer and Seller, by the
terms of such covenants, will have continuing rights or obligations under this Agreement following the Close of Escrow shall survive the recordation of the
Grant Deed and the Close of Escrow and shall not be deemed merged into the Grant Deed upon its recordation; provided, however, that the representations
and warranties of Seller set forth in this Agreement shall remain operative and shall survive the Close of Escrow and the recordation of the Grant Deed only
until the Complete Release Date, and no action or claim based thereon shall be commenced after the Complete Release Date (unless, prior to the Complete
Release Date, Buyer has given Seller written notice of a Release Exception Claim based on a breach of a representation or warranty of Seller set forth in this
Agreement).
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