Salesforce.com 2010 Annual Report Download - page 208

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.
need for any further instructions from either Seller or Buyer, shall automatically and immediately return to Buyer the Deposit (including all interest accrued
thereon), (ii) Buyer shall bear all Escrow cancellation charges and similar fees ("Cancellation Charges"), and (iii) this Agreement shall automatically
terminate and be of no further force or effect and neither Party shall have any further rights or obligations under this Agreement, except for the Surviving
Obligations. If, for any reason whatsoever, Buyer does not exercise such termination right by delivery of the Termination Notice before the Termination
Deadline, Buyer shall be deemed to have elected not to terminate this Agreement.
5.4 Limitation on Seller's Liability. Without limiting any other disclaimer or release of Seller liability under this Agreement, Buyer agrees that
Seller shall not have any liability, obligation, or responsibility of any kind with respect to any of the matters described in Paragraph 10 of the Inspection
Agreement.
6. Title.
6.1 Title Materials. Seller has delivered to Buyer (or caused to be made available to Buyer) a current standard preliminary title report for the Land
issued by the Title Company, together with copies of the underlying documents relating to the Schedule B exceptions set forth in such report. Buyer, in its
sole discretion and at its sole cost and expense, also may order (i) a current as-built ALTA survey of the Land, in form reasonably satisfactory to Buyer and
Title Company, prepared by a surveyor licensed in the State of California and certified to Buyer, Title Company, and such other persons or entities as Buyer,
in its sole discretion, may request (using a surveyor's certificate reasonably satisfactory to Buyer and Title Company); and (ii) a UCC search with regard to the
Land and/or Seller, its affiliated entities, and its predecessors-in-interest.
6.2 Removal of Certain Title Matters. As a condition to the Close of Escrow, Seller shall take all action necessary to remove from title to the
Land (i) all matters created by Seller on or after the effective date of the Pro Forma Policy without the prior written consent of Buyer (which consent may be
withheld in Buyer's sole discretion exercised in good faith), and (ii) all liens and encumbrances affecting the Land that secure an obligation to pay money,
other than the lien that secures payment of installments, not yet delinquent, of general and special real and personal property taxes and other charges collected
with general and special real and personal property taxes (such as assessments (including the CFD Assessments) levied by any Mello-Roos District affecting
the Land (including the CFDs)) (provided, however, that Seller may satisfy Seller's obligation to remove any such lien or encumbrance if, before the Close of
Escrow, (x) Seller deposits funds into the Escrow that are sufficient to pay, in full, the obligation secured by such lien or encumbrance, and (y) Seller gives
Escrow Holder irrevocable written instructions to disburse such funds to the person or persons legally entitled thereto in exchange for a written release or
termination of such lien or encumbrance).
6.3 Title Policy. The Title Company's issuance of an ALTA Policy in the amount of the Purchase Price showing title to the Land vested in Buyer,
subject only to the
-19-