Salesforce.com 2010 Annual Report Download - page 225

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.
in the following: (a) post judgment motions and appeals; (b) contempt proceedings; (c) garnishment, levy, and debtor and third party examinations;
(d) discovery; and (e) bankruptcy litigation. For purposes of this Agreement, reasonable fees of any in-house counsel for Seller or Buyer shall be based on the
fees regularly charged by outside counsel for Seller or Buyer, as applicable, with an equivalent number of years of professional experience in the subject
matter area of the law for which Seller's or Buyer's in-house counsel services were rendered. This Paragraph shall survive any termination of this Agreement
before the Close of Escrow and shall also 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.
26. Transfers.
26.1 Prohibition On Buyer's Right To Transfer. Prior to the Close of Escrow, Buyer shall not Transfer its rights and/or obligations under this
Agreement without the written consent of Seller, which consent Seller may withhold in Seller's reasonable discretion. Notwithstanding the foregoing, Buyer
shall have the right to Transfer all (but not part) of Buyer's rights and obligations under this Agreement to any Affiliate of Buyer. At least ten (10) days before
the closing date of the proposed Transfer, Buyer shall deliver to Seller an originally executed assumption agreement from the Transferee in form and
substance reasonably acceptable to Seller under which the Transferee assumes all of the obligations of Buyer under this Agreement. Except as specifically set
forth above, any attempt by Buyer to Transfer its rights and/or obligations under this Agreement without the written consent of Seller shall be voidable at
Seller's option. No permitted Transfer shall relieve, alter, or release the assigning party from its primary liability under this Agreement without the written
consent of Seller, which consent Seller may withhold in Seller's reasonable discretion.
26.2 Transfers By Seller. Seller shall not Transfer its rights and/or obligations under this Agreement without the written consent of Buyer, which
consent Buyer may withhold in Buyer's reasonable discretion.
27. Confidentiality.
27.1 Generally. The Parties acknowledge that all correspondence and communications between Seller and Buyer concerning information that is
or becomes part of this Agreement is confidential and shall be subject to the terms and conditions of the CNDA; provided, however, notwithstanding the
terms and conditions of the CNDA, either Party may disclose such information (i) to their respective attorneys, accountants, lenders, prospective lenders,
partners, prospective partners, contractors, sub-contractors, consultants, sub-consultants, architects, (ii) to the extent required by law (including any filing or
disclosure requirements of any Governmental Authority), and (iii) upon written approval of the other Party (not to be unreasonably withheld). In addition,
after the Close of Escrow, Buyer may disclose such information to any prospective purchaser of any portion of the Property, provided such prospective
purchaser has entered into (x) a written letter of intent, memorandum of understanding, or other agreement or understanding for the purchase of such portion
of the
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