Salesforce.com 2010 Annual Report Download - page 288

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.
other common law or statutory provisions (provided, however, that the foregoing waiver and release shall not apply to any Claims that may arise as a result of
any acts or omissions of any Seller Party after the Closing Date). Notwithstanding the generality of the foregoing waiver and release, until the Complete
Release Date such waiver and release shall not apply to or cover any Claims arising from any of the following ("Release Exception Claims"): (i) any fraud
committed by any Seller Party in connection with the transactions contemplated in this Agreement; (ii) any intentional, reckless, or grossly negligent failure or
refusal by any Seller Party to deliver or make available to Buyer any files or documents relating to the Property in Seller's possession or control that could
have a material effect on a reasonably prudent buyer's decision whether to buy the Property; (iii) any intentional, reckless, or grossly negligent violation of
any Applicable Laws committed by any Seller Party with respect to the Property and/or the transactions contemplated in this Agreement; (iv) any intentional,
reckless, or grossly negligent act committed by any Seller Party that results in material physical waste to the Land or the Garage Site; or (v) any breach of a
representation or warranty contained in Paragraph 17 above. If, however, Buyer has actual knowledge as of the Closing Date of the existence of any specific
Release Exception Claim and Buyer nonetheless closes the transactions contemplated in this Agreement and acquires the Property, then Seller shall have no
liability or obligation with respect to such specific Release Exception Claim, which shall be deemed released by Buyer upon the Close of Escrow. Buyer will
not have any right to bring an action against Seller as a result of a Release Exception Claim unless and until the aggregate amount of all liability and losses
arising out of such Release Exception Claim exceeds Twenty-Five Thousand Dollars ($25,000.00); provided, however, in no event will Seller's liability for all
Release Exception Claims exceed, in the aggregate, Three Million Six Hundred Thousand Dollars ($3,600,000.00). After the Complete Release Date, Buyer
may not maintain any action based on a Release Exception Claim unless Buyer has given Seller written notice of such Release Exception Claim prior to the
Complete Release Date.
BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE
SECTION 1542 ("SECTION 1542"), WHICH IS SET FORTH BELOW:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE
MATTERS THAT ARE THE SUBJECT OF THE WAIVERS AND RELEASES CONTAINED IN THIS PARAGRAPH 19.3.
Buyer's Initials
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