Salesforce.com 2010 Annual Report Download - page 271

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.
instructions to disburse such funds to the person or persons legally entitled thereto in exchange for a written release or termination of such lien or
encumbrance).
6.3 Title Policy. The Title Company's issuance of an ALTA Policy in the amount of the Purchase Price showing title to the Land and the
Acquired Parking Rights vested in Buyer, subject only to the Permitted Encumbrances, shall be conclusive evidence that Seller has complied with any
covenant or obligation, express or implied, to convey to Buyer good and marketable title to the Land and the Acquired Parking Rights.
7. Entitlement Covenants.
7.1 Development Covenants.
7.1.1 Buyer's Covenant. Buyer hereby covenants (which covenant shall bind Buyer's successors and assigns with respect to the Land) not
to develop on the Land, and not to Seek to develop on the Land, any improvements of any kind that will fail to conform to the Acquired Rights, except as may
be expressly provided otherwise in this Agreement. Nothing in this Agreement shall be deemed, construed, or interpreted to prevent Buyer from applying to
the Acquired Square Footage any definition regarding floor area set forth in the South Design for Development. In the event Buyer (or any successor or assign
with respect to the Land) breaches or violates the covenant contained in this Paragraph 7.1.1, Seller may pursue all remedies available to Seller, at law or in
equity, including, but not limited to, an action in equity or otherwise for specific performance of the foregoing covenant or an injunction against any breach or
violation of such covenant. Buyer hereby agrees that the covenant contained in this Paragraph 7.1.1 is unique to Buyer and that any breach thereof could cause
irreparable harm to Seller. Accordingly, Buyer agrees that an injunction is a proper and fair remedy for such a breach.
7.1.2 Excess Development. Seller hereby expressly acknowledges and agrees that it shall not be a breach or violation of the covenant set
forth in Paragraph 7.1.1 above (i) if the total square footage developed on the Land exceeds the Acquired Square Footage, so long as any Other SFDC Square
Footage necessary to cover such excess has been Conveyed to the Property Owner in accordance with the Master Developer Covenant and the Vesting
Covenant (as the same may be amended, restated, replaced, or supplemented as of the Close of Escrow), (ii) if the number of Towers developed on the Land
exceeds the Acquired Tower Rights, so long as any Other SFDC Tower Rights necessary to cover such excess has been Conveyed to the Property Owner in
accordance with the Master Developer Covenant and the Vesting Covenant (as the same may be amended, restated, replaced, or supplemented as of the Close
of Escrow), and (iii) if the total square footage of office space developed on the Land exceeds the Acquired Office Authorizations, so long as the Property
Owner secures any additional Office Authorizations necessary to cover such excess, either by re-allocating to the Land Office Authorizations allocated to any
Other SFDC Property (subject to the approval of the City's Planning Department and/or Zoning Administrator (as applicable) and to compliance with the
Office Program) or by securing additional Office Authorizations through the Office Program.
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