Common use of Certain Permitted Transactions Clause in Contracts

Certain Permitted Transactions. (a) The Defense Advanced Research Projects Agency (DARPA) and Other Government Funded Projects. During the Restricted Period, other than with respect to the projects and related follow-ons being funded by DARPA with respect to advancement of waveguide technology as more fully described on Schedule 7.04, Seller shall not enter into any contract with, or seek or accept any funding from, any Governmental Entity (including DARPA) to develop, produce, or sell any technology, products, or services that are directly or indirectly competitive with the Business. In addition and notwithstanding the foregoing, during the Restricted Period, Seller may enter into contracts with, and seek and accept funding from, (i) TSWG (Tactical Support Working Group) operates as a program element under the Combating Terrorism Technical Support Office (CTTSO)); (ii) Air Force Research Labs (AFRL); (iii) Night Vision Labs (NVL); (iv) NATICK; and (v) Navy Research Labs, SBIR, with respect to advancement of waveguide technology, provided Seller obtains the advance written consent of Buyer prior to entering into any such contract or seeking or accepting any such funding pursuant to Section 7.04(a)(i), (ii), (iii), (iv) or (v), which consent will not be unreasonably delayed or withheld. Any products developed as a result of any research or other activities funded by any Governmental Entity (including DARPA and those described in (i) through (v) herein), shall be subject, as between the Parties, to the exclusive right of Buyer to market, sell, and otherwise distribute such products pursuant to the Authorized Reseller Agreement. (b) Approved Military Organization Transactions and Certain Sales to Defense and Security Organizations and US Homeland Security Agencies. During the Restricted Period, Seller may: (1) engage in Approved Military Organization Transactions, (2) sell, lease, license, dispose of and provide goods and services to US Homeland Security Agencies, and (3) sell, lease, license, dispose of and provide goods and services to Defense and Security Organizations.