Salesforce.com 2010 Annual Report Download - page 269

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.
further obligations and liabilities under this Agreement, except for the Surviving Obligations and except as may be expressly provided otherwise in this
Agreement.
3.3 Closing Funds. In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than one (1) business day in
advance), Buyer shall deliver the Purchase Price Balance or cause the Purchase Price Balance to be delivered to Escrow Holder, plus the Development Costs
Reimbursement, plus a sum equal to Escrow Holder's estimate of Buyer's share of closing costs, prorations, and charges payable pursuant to this Agreement,
all in Immediately Available Funds.
4. Escrow.
4.1 Opening of Escrow. Each Party shall cause the Escrow to be opened with Escrow Holder by delivering to Escrow Holder, no later than
one (1) business day after the date of this Agreement, three (3) duplicate originals of this Agreement executed by such Party. Each Party agrees to execute,
deliver, and be bound by any reasonable or customary supplemental escrow instructions of Escrow Holder or other instruments as may reasonably be required
by Escrow Holder in order to consummate the transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with,
amend, or supersede any portions of this Agreement unless expressly consented or agreed to in writing by each Party.
4.2 Close of Escrow. The Escrow shall close on or before November 1, 2010, provided that Buyer and Seller may close, but shall not be obligated
to close, the Escrow upon such other earlier or later date as Buyer and Seller may mutually agree in writing.
5. Condition of Property.
5.1 Inspection and Studies; Review of Seller's Files. Before the Effective Date, and continuing hereafter during the Inspection Period, Buyer has
had, and shall continue to have, the right, at Buyer's sole cost and expense, but subject in all events to Buyer's compliance with Applicable Laws and the
provisions of the Inspection Agreement, to conduct the Inspection Work and to review Seller's files regarding the Property.
5.2 Buyer's Entry on Land; Insurance; Indemnification. Buyer's entry on the Land and the Garage Site shall be subject in all events to Buyer's
compliance with Applicable Laws and the provisions of each applicable Inspection Agreement. Without limiting the generality of the foregoing, (i) the
insurance to be maintained by Buyer in connection with any entry on the Land or the Garage Site by Buyer shall be as set forth in Paragraph 8 of each
applicable Inspection Agreement, and (ii) Buyer's indemnification of Seller in connection with any entry on the Land or the Garage Site by Buyer shall be as
set forth in Paragraph 9 of each applicable Inspection Agreement.
5.3 Buyer's Termination Right. Buyer shall have the right at any time before the Termination Deadline to terminate this Agreement if, during the
course of Buyer's
-21-