Salesforce.com 2010 Annual Report Download - page 222

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.
IMMEDIATELY THEREAFTER SHALL CANCEL THE ESCROW, AND SELLER SHALL BE RELIEVED FROM ALL OBLIGATIONS AND
LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY SURVIVING OBLIGATIONS. THE PAYMENT OF THE DEPOSIT (EXCLUSIVE OF
ANY INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE
MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO
SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677.
19.2 SELLER'S OTHER REMEDIES.
19.2.1 NOTHING CONTAINED IN THIS PARAGRAPH 19 SHALL SERVE TO WAIVE OR OTHERWISE LIMIT (A) SELLER'S
REMEDIES OR DAMAGES FOR CLAIMS AGAINST BUYER WITH RESPECT TO ANY OBLIGATIONS OF BUYER THAT, BY THE TERMS OF
THIS AGREEMENT, SURVIVE THE CLOSE OF ESCROW OR ANY TERMINATION OF THIS AGREEMENT BEFORE THE CLOSE OF ESCROW,
INCLUDING, WITHOUT LIMITATION, BUYER'S INDEMNIFICATION OBLIGATIONS UNDER PARAGRAPH 9 OF THE INSPECTION
AGREEMENT, OR (B) SELLER'S RIGHTS TO OBTAIN FROM BUYER ALL COSTS AND EXPENSES OF ENFORCING THE LIQUIDATED
DAMAGE PROVISION CONTAINED IN PARAGRAPH 19.1 ABOVE, INCLUDING "LEGAL COSTS" PURSUANT TO PARAGRAPH 25 BELOW.
19.2.2 THE PARTIES AGREE THAT SELLER WOULD SUFFER MATERIAL INJURY OR DAMAGE NOT COMPENSABLE BY
THE PAYMENT OF MONEY IF BUYER WERE TO BREACH OR VIOLATE THE CONFIDENTIALITY OBLIGATIONS UNDER THE CNDA,
PARAGRAPH 11 OF THE INSPECTION AGREEMENT, OR PARAGRAPH 27 BELOW. ACCORDINGLY, NOTWITHSTANDING THE PROVISIONS
OF PARAGRAPH 19.1 ABOVE, IN ADDITION TO ALL OTHER REMEDIES THAT SELLER MAY HAVE, SELLER MAY BRING AN ACTION IN
EQUITY OR OTHERWISE FOR SPECIFIC PERFORMANCE TO ENFORCE COMPLIANCE WITH THE CNDA, PARAGRAPH 11 OF THE
INSPECTION AGREEMENT, OR PARAGRAPH 27 BELOW, OR AN INJUNCTION TO ENJOIN THE CONTINUANCE OF ANY SUCH BREACH OR
VIOLATION THEREOF.
19.3 ACKNOWLEDGMENT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE
PROVISIONS OF THIS PARAGRAPH 19 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.
Seller's Initials Buyer's Initials
20. BUYER'S REMEDIES. IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF
THIS AGREEMENT, AND
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