Salesforce.com 2010 Annual Report Download - page 240

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 2
SELLER'S CLOSING CONDITIONS
All initially capitalized terms not expressly defined when used in this Attachment 2 shall have the meanings given to such terms in the Agreement.
1. Buyer's Obligations. Buyer shall have performed all of the covenants, undertakings, and obligations to be performed by Buyer pursuant to this
Agreement at or before the Close of Escrow (including, but not limited to, the obligation to deposit with Escrow Holder all funds required under this
Agreement). In addition, each Buyer Party shall have performed all of the covenants, undertakings, and obligations to be performed by such Buyer Party
pursuant to any other contract or agreement with any Seller Party, and all of the conditions to the obligation of such Seller Party to perform fully under such
other contract or agreement shall have been satisfied or waived.
2. Buyer's Representations and Warranties. Buyer's representations and warranties in Paragraph 17 of the Agreement shall be true and correct as of the
Close of Escrow.
3. South Redevelopment Plan / South OPA. Any conditions set forth in the South Redevelopment Plan and/or the South OPA (i) to the transfer of the
Property from Seller to Buyer, and (ii) to the release of Seller from any obligations under the South Redevelopment Plan and/or the South OPA applicable to
the Property, shall have been satisfied, and the Redevelopment Agency shall have delivered the Assignment of South OPA to Seller or Escrow Holder, duly
executed by the Redevelopment Agency and acknowledged. In addition, Buyer shall have provided to the Redevelopment Agency any other information,
agreements, and/or undertakings that the Redevelopment Agency may reasonably require in connection with the transfer of the Property from Seller to Buyer
and/or the release of Seller from any obligations under the South Redevelopment Plan and/or the South OPA applicable to the Property.
4. Acquired Square Footage / Tower Rights / Parking Rights. Buyer shall have provided to Seller 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, or replace the Master Developer Covenant and/or the Vesting Covenant as they apply to the Land, in order to transfer the Acquired Square Footage,
the Acquired Tower Rights, and the Acquired Parking Rights from Seller to Buyer.
5. ARE Retained Office Authorizations. Buyer shall have provided to Seller and/or the City's Planning Department and/or Zoning Administrator, any
information, agreements, and/or undertakings that may be reasonably necessary to allocate the Acquired Office Authorizations to the Land and to retain the
ARE Retained Office Authorizations within the ARE Office Space District.
ATTACHMENT 2
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