Salesforce.com 2010 Annual Report Download - page 237

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.
ATTACHMENT 1
BUYER'S CLOSING CONDITIONS
All initially capitalized terms not expressly defined when used in this Attachment 1 shall have the meanings given to such terms in the Agreement.
1. Condition of Land. Subject to the provisions of Paragraph 21 of the Agreement, the condition of the Land shall be substantially the same as of the
Close of Escrow as on the Effective Date, except for reasonable wear and tear and any damages due to any act of any Buyer Party or any of Buyer's Agents.
2. Condition of Title. The Title Company shall be committed to issue at the Close of Escrow, upon payment of its regularly scheduled premium, an
ALTA Policy, in the amount of the Purchase Price showing title to the Land vested in Buyer, subject only to the Permitted Encumbrances.
3. Seller's Obligations. Seller shall have performed all of the covenants, undertakings, and obligations to be performed by Seller pursuant to this
Agreement at or before the Close of Escrow. In addition, each Seller Party shall have performed all of the covenants, undertakings, and obligations to be
performed by such Seller Party pursuant to any other contract or agreement with any Buyer Party, and all of the conditions to the obligation of such Buyer
Party to perform fully under such other contract or agreement shall have been satisfied or waived.
4. Seller's Representations and Warranties. Seller's representations and warranties in Paragraph 16 of the Agreement shall be true and correct as of the
Close of Escrow.
5. South Redevelopment Plan / South OPA. Any conditions set forth in the South Redevelopment Plan and/or the South OPA to the transfer of the
Property from Seller to Buyer shall have been satisfied, and the Redevelopment Agency shall have delivered the Assignment of South OPA to Buyer or
Escrow Holder, duly executed by the Redevelopment Agency and acknowledged. In addition, Seller shall have provided to the Redevelopment Agency any
other agreements that the Redevelopment Agency may reasonably require in connection with the transfer of the Property from Seller to Buyer.
6. Acquired Square Footage / Tower Rights / Parking Rights. Seller shall have provided to Buyer and/or the Master Developer any information,
agreements, and/or undertakings that may be reasonably necessary to comply with the Master Developer Covenant and/or the Vesting Covenant, or to amend,
restate, replace, or supplement the Master Developer Covenant and/or the Vesting Covenant as they apply to the Land, and shall have executed any other
documents that Buyer may reasonable require, in order (i) to transfer the Acquired Square Footage, the Acquired Tower Rights, and the Acquired Parking
Rights from Seller to Buyer, (ii) to give Property Owner the right to Convey to any Other SFDC Owner any part of the
ATTACHMENT 1
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