Salesforce.com 2010 Annual Report Download - page 280

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.
15. Prorations. The following prorations shall be made between Seller and Buyer on the Close of Escrow, computed as of the Close of Escrow:
15.1 Taxes and Assessments. General and special real and personal property taxes and other charges collected with general and special real and
personal property taxes (such as assessments (including the CFD Assessments) levied by any Mello-Roos District affecting the Land (including the CFDs))
shall be prorated on the basis that Seller shall be responsible for (a) all such taxes and charges for the fiscal year of the applicable taxing authorities occurring
before the Current Tax Period, and (b) that portion of such taxes and charges for the Current Tax Period determined on the basis of the number of days that
have elapsed from the first day of the Current Tax Period to, but not including, the Closing Date, whether or not the same shall be payable before the Close of
Escrow. If, as of the Close of Escrow, the actual tax bills for the year or years in question are not available and the amount of taxes and charges to be prorated
cannot be ascertained, then rates and assessed valuation of the previous year, with known changes, shall be used, and when the actual amount of taxes and
charges for the year or years in question shall be determinable, then such taxes and charges shall be re-prorated between the Parties to reflect the actual
amount of such taxes and charges.
15.2 Revenues. Revenues and other income (if any) from the Land shall be prorated as of the Closing Date to the extent actually collected (with
all revenues due on or after the Closing Date being the sole property of Buyer). Delinquent revenues as of the Closing Date shall not be prorated, but when
paid shall be the sole property of Buyer. To that end, Seller hereby irrevocably assigns to Buyer, as of the Closing Date, Seller's entire right, title, and interest
in and to such delinquent revenues (including the right to collect the same).
15.3 Expenses. The Parties agree that service contracts expenses and utility costs shall not be prorated at the Close of Escrow.
15.4 Escrow Statement. At least one (1) day before the Close of Escrow, the Parties shall agree upon all of the prorations to be made and submit a
statement to Escrow Holder (or sign a statement prepared by Escrow Holder) setting forth such prorations. In the event that any prorations, apportionments, or
computations made under this Paragraph 15 shall require final adjustment, then the Parties shall make the appropriate adjustments promptly when accurate
information becomes available and either Party shall be entitled to an adjustment to correct the same. Any corrected adjustment or proration will be paid in
cash to the Party entitled thereto.
16. Disbursements and Other Actions By Escrow Holder. Upon the Close of Escrow, Escrow Holder shall promptly undertake all of the following in
the manner indicated:
16.1 Prorations. Prorate all matters referenced in Paragraph 15 based upon the statement delivered into Escrow signed by the Parties.
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