Salesforce.com 2010 Annual Report Download - page 274

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.
8.4 Survival. Buyer's and Seller's respective obligations under this Paragraph 8 shall survive the Closing Date and shall not be merged with the
Grant Deed.
9. Further Entitlements. Buyer shall be solely responsible after the Closing Date for obtaining any further entitlements with respect to the Land;
provided, however, that Seller and Buyer shall cooperate and consult with each other in all material aspects of the preparation, submittal, processing, and/or
approval of any further entitlements to the extent they may affect or relate to the 455 MBBS Improvements, the Open Space Parcel, the Pierpoint Vara, the
Block 26 Courtyard, and/or the Block 26 Service Yard.
10. Design Agreements and Documents; Construction Contracts.
10.1 1455 Design Agreements and Documents. At the Close of Escrow, Seller and Buyer shall enter into an Assignment and Assumption of
1455 Design Agreements and Documents (the "Assignment of 1455 Design Agreements and Documents"), in such form as may be reasonably negotiated by
the Parties, pursuant to which (i) Seller shall assign to Buyer all of Seller's right, title, and interest in and to the 1455 Design Agreements and the 1455 Design
Documents, and (ii) Buyer shall assume all of Seller's obligations thereunder that arise or accrue following the effective date of such assignment; provided
Seller shall be responsible for all of Seller's obligations thereunder that arise or accrue prior to the effective date of such assignment (including, but not limited
to, any work requested or initiated by Seller prior to the effective date of such assignment that is performed after the effective date of such assignment). Buyer
agrees, to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless Seller, the Seller Parties, and the 1455 Design Professionals
and the respective employees, agents, and consultants of the foregoing from and against any Claims arising or resulting out of any of the following undertaken
without the written authorization of Seller, the Seller Parties, and/or the 1455 Design Professionals (as applicable): (x) any modification of the 1455 Design
Documents by Buyer or any of Buyer's Affiliates, (y) use of the 1455 Design Documents by Buyer or any of Buyer's Affiliates on any other project, or (z) use
of the 1455 Design Documents for the completion of the 1455 Project by other architects, designers, engineers, and other professionals hired, employed, or
operating at the direction of Buyer or any of Buyer's Affiliates.
10.2 1455 Construction Contracts. At the Close of Escrow, Seller and Buyer shall enter into an Assignment and Assumption of
1455 Construction Contracts (the "Assignment of 1455 Construction Contracts"), in such form as may be reasonably negotiated by the Parties, pursuant to
which (i) Seller shall assign to Buyer all of Seller's right, title, and interest in and to the 1455 Construction Contracts (including, but not limited to, any bonds
or warranties), and (ii) Buyer shall assume all of Seller's obligations thereunder that arise or accrue following the effective date of such assignment; provided
Seller shall be responsible for all of Seller's obligations thereunder that arise or accrue prior to the effective date of such assignment (including, but not limited
to, any work requested or initiated by Seller prior to the effective date of such assignment that is performed after the effective date of such assignment).
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