Salesforce.com 2010 Annual Report Download - page 231

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.
30. 1031 Exchange. At its option, either Seller or Buyer may structure this transaction as an Exchange. If either Party shall elect to undertake an
Exchange, the following terms shall apply, as may be applicable:
(a) The exchanging Party ("Exchanging Party") shall give written notice to the other Party and Escrow Holder not later than seven (7) business
days prior to the Closing Date of its intention to structure this transaction as an Exchange;
(b) The Exchanging Party may assign (in part or in whole) its right in this Agreement, as well as the transfer of its interest in the Property, to an
exchange accommodator or an exchange accommodation titleholder (either, an "Accommodator") selected by the Exchanging Party, and may add the
Accommodator as an additional party to the Escrow, provided that (i) such assignment shall not release the Exchanging Party of sole responsibility for
its representations, warranties, undertakings, covenants, indemnities, and obligations hereunder, (ii) the non-Exchanging Party shall not be required to
take an assignment of the purchase agreement for any other property or be required to acquire or hold title to any other property for purposes of
consummating any such Exchange, and (iii) all conveyance documents to be delivered at the Close of Escrow shall be directly between Buyer and
Seller;
(c) Buyer and Seller agree to reasonably cooperate with one another in connection with any Exchange, including the execution of documents for
such Exchange (including, but not limited to, escrow instructions and amendments to escrow instructions);
(d) The non-Exchanging Party shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs,
recording costs or other charges incurred with respect to any other property in connection with any Exchange;
(e) The Close of Escrow shall not be contingent upon or otherwise subject to the consummation of any Exchange;
(f) Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the Exchanging Party
to consummate any such Exchange; provided, however, that the Exchanging Party shall have a one-time right to extend the Closing Date for up to
thirty (30) days in order to complete such Exchange by delivering written notice to Escrow Holder and the non-Exchanging Party at least seven (7)
business days prior to the Closing Date;
(g) The non-Exchanging Party shall have no responsibility or liability to any third party involved in any Exchange, and the Exchanging Party
shall indemnify and defend the non-Exchanging Party and hold the non-Exchanging Party harmless against any and all claims, damages, liabilities,
losses, costs and expenses, including, without limitation, attorneys' fees and costs, arising out of or in any way connected with any
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