Salesforce.com 2010 Annual Report Download - page 212

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.
10.3 Failure of Conditions.
10.3.1 Failure of Buyer's Conditions. If any of Buyer's Closing Conditions is not either fully satisfied or waived in writing before the
Close of Escrow, then Buyer may elect, by written notice to Seller and Escrow Holder, to terminate this Agreement, in which event the Deposit shall be
returned to Buyer, Seller shall bear all Cancellation Charges (except as may be expressly provided otherwise in this Agreement), and the Parties shall have no
further rights or obligations under this Agreement, except for the Surviving Obligations. Nothing in this Paragraph shall be construed to limit any of Buyer's
rights or remedies under Paragraph 20 below in the event of a default by Seller under this Agreement (except that Buyer's remedy for any such breach may be
limited as set forth in Paragraph 18.3 below).
10.3.2 Failure of Seller's Conditions. If any of Seller's Closing Conditions is not either fully satisfied or waived in writing before the
Close of Escrow, then Seller may elect, by written notice to Buyer and Escrow Holder, to terminate this Agreement, in which event Buyer shall bear all
Cancellation Charges (except as may be expressly provided otherwise in this Agreement) and the Parties shall have no further rights or obligations under this
Agreement, except for the Surviving Obligations. Nothing in this Paragraph shall be construed to limit any of Seller's rights or remedies under Paragraph 19
below in the event of a default by Buyer under this Agreement.
11. Deposits By Seller. In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than one (1) business day in
advance), Seller shall deposit or cause to be deposited with Escrow Holder the following documents and instruments:
11.1 Grant Deed. One (1) original counterpart of the Grant Deed, duly executed by Seller and acknowledged.
11.2 Assignment of South OPA. Three (3) original counterparts of the Assignment of South OPA, duly executed by Seller and acknowledged.
11.3 Assignment of Infrastructure Rights. Three (3) original counterparts of the Assignment of Infrastructure Rights, duly executed by Seller
(and, if appropriate, acknowledged).
11.4 Agreement Regarding Construction Obligations. Two (2) original counterparts of the Agreement Regarding Construction Obligations, duly
executed by Seller (and, if appropriate, acknowledged), and one (1) original counterpart of a memorandum of the Agreement Regarding Construction
Obligations, duly executed by Seller and acknowledged.
11.5 California Affidavit. An original California Affidavit, duly executed by Seller (and, if appropriate, acknowledged).
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