Salesforce.com 2010 Annual Report Download - page 214

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.
CLTA Policy, (c) the cost of any endorsements to the Title Policy that may be necessary to insure over any Permitted Encumbrance specific to the Land that,
in Buyer's sole discretion exercised in good faith, materially and adversely affects title to, or the development or use of, the Land, and (d) all transfer taxes
and/or deed stamps payable as a result of the conveyance of title to the Land to Buyer. At the Close of Escrow, Buyer will pay: (i) one-half of Escrow Holder's
fees and charges, (ii) the portion of the premiums for the Title Policy that exceeds the premium that would be charged for a CLTA Policy, (ii) the cost of any
endorsements to the Title Policy other than the endorsements described in clause (c) above, plus the cost of any joint protection policy reasonably requested
by Buyer, (iii) the premiums for any separate title insurance policy insuring the lien of any mortgage, deed of trust, or other security instrument recorded
against any portion of the Land at the Close of Escrow, plus the cost of any endorsements to any such title insurance policy, and (iv) all recording fees.
Notwithstanding the foregoing, nothing in this Agreement shall be deemed, construed, or interpreted to require either Party to pay any of the additional
transfer taxes and/or deed stamps that will be payable as a result of the conveyance of title to the Land to Buyer if the Close of Escrow is extended to a date
after November 1, 2010, and Proposition N is approved and takes effect before the Close of Escrow occurs. Before the Close of Escrow is extended to a date
after November 1, 2010, the Parties shall agree, in good faith, as to each Party's obligation with respect to the additional transfer taxes and/or deed stamps that
will be payable as a result of the conveyance of title to the Land to Buyer if Proposition N is approved and takes effect before the Close of Escrow occurs.
Except as may be expressly provided otherwise in this Agreement, (x) each Party shall be responsible for its own expenses in connection with the negotiation
and performance of this Agreement, and (y) if, as a result of no fault of Buyer or Seller, Escrow fails to close, all of Escrow Holder's fees and charges shall be
shared equally by Seller and Buyer.
14. Prorations. The following prorations shall be made between Seller and Buyer on the Close of Escrow, computed as of the Close of Escrow:
14.1 Taxes and Assessments. 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))
shall be prorated on the basis that Seller shall be responsible for (a) all such taxes and charges for the fiscal year of the applicable taxing authorities occurring
before the Current Tax Period, and (b) that portion of such taxes and charges for the Current Tax Period determined on the basis of the number of days that
have elapsed from the first day of the Current Tax Period to, but not including, the Closing Date, whether or not the same shall be payable before the Close of
Escrow. If, as of the Close of Escrow, the actual tax bills for the year or years in question are not available and the amount of taxes and charges to be prorated
cannot be ascertained, then rates and assessed valuation of the previous year, with known changes, shall be used, and when the actual amount of taxes and
charges for the year or years in question shall be determinable, then such taxes and charges shall be re-prorated between the Parties to reflect the actual
amount of such taxes and charges.
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