Award of Additional Work. If at any time prior to the expiration, termination, assignment, or novation of a Consent Contract, Subcontractor requests Prime Contractor (a) to seek an extension or modification of the Consent Contract and/or (b) to submit a proposal or compete for a new task order or delivery order under the Consent Contract, Prime Contractor shall make reasonable efforts (y) to request and obtain such an extension or modification, and/or (z) to obtain award of additional work, such as a task order or delivery order. Prime Contractor’s obligation under the immediately preceding sentence is subject to the parties’ express understanding that Subcontractor shall, in the first instance, be responsible for the preparation of any request for extension or modification and of any task order or delivery order proposal and for the conduct of discussions or negotiations with the Government or NGE, as applicable, with respect to such request or proposal. Subcontractor shall reimburse Prime Contractor for all reasonable out-of-pocket expenses and pay to Prime Contractor reasonable labor and expenses incurred by Prime Contractor, in connection with its efforts to request and obtain such Additional Work (including, without limitation, reasonable attorney’s fees).
Award of Additional Work. If at any time prior to the expiration, termination, assignment, or novation of a Novation Contract, the Purchaser requests the Seller (a) to seek an extension or modification of a Novation Contract and/or (b) to submit a proposal or compete for a new task order or delivery order under a Novation Contract, in each case, within the scope of the subject contract, the Seller shall make commercially reasonable efforts (x) to request and obtain such an extension or modification and/or (y) to obtain award of additional work, such as a task order or delivery order. The Seller’s obligation under the immediately preceding sentence is subject to the express understanding of the Purchaser and the Seller that the Purchaser shall, in the first instance, be responsible for the preparation of any request for extension or modification and of any task order or delivery order proposal and for the conduct of discussions or negotiations with the Government with respect to such request or proposal. The Purchaser shall reimburse the Seller for all reasonable out-of-pocket expenses which it incurs and shall pay to the Seller reasonable labor costs and expenses which it incurs in connection with its efforts to request and obtain such additional work. Notwithstanding the foregoing, neither the Seller nor DGT shall have any obligation under this Section 5.6(d)(ii)(C) with respect to any requests of the Purchaser submitted to the Seller more than eighteen (18) months after the Closing Date.
