Air-Gapped Data Backups Sample Clauses

Air-Gapped Data Backups. (a) As of the date of this Agreement, the Company has reasonably cooperated with the Acquiror to capture “air-gapped” data backups of each of the following Systems and/or datasets (the “Air-Gapped Data Backups”): (i) All Google Workspaces, including any legacy Google Workspaces; (ii) Benchling ELN (including any “off-cloud” backups that have been exported from the Benchling environment and stored in separate infrastructure under the Company’s control); (iii) All data stored in DropBox (including any “off-cloud” backups that have been exported from the DropBox environment and stored in separate infrastructure under the Company’s control), except for redundant data backups stored in DropBox; and (iv) All employee Macbooks. (b) The Air-Gapped Data Backups are encrypted by the Company and stored in a manner prescribed by the Acquiror; provided, that such back-ups shall remain under the Company’s sole control and in its sole possession until the Closing. As of the date hereof, the Company has provided proof of existence and recoverability of the foregoing Systems and/or datasets to the Acquiror, and the Acquiror has determined what constitutes acceptable proof in this regard, in its sole discretion. At the Closing, encryption keys and physical control of the foregoing Air-Gapped Data Backups shall be transferred to the Acquiror’s IT staff.
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