Common use of Willful Action Clause in Contracts

Willful Action. Action taken or not taken by a Party at the direction of its directors, officers, or employees having management or administrative responsibility affecting the Party’s performance under this Agreement, which: (i) is knowingly or intentionally taken or not taken with conscious indifference to the consequences thereof or with intent that injury or damage would result or would probably result therefrom; (ii) has been determined by final arbitration award or final judgment or judicial decree to be a material default under this Agreement and which occurs or continues beyond the time specified in such arbitration award or judgment or judicial decree for curing such default, or, if no time to cure is specified therein, occurs or continues thereafter beyond a reasonable time to cure such default; or (iii) is knowingly or intentionally taken or not taken with the knowledge that such action taken or not taken is a material default under this Agreement. 4.88.1 Willful Action does not include any act or failure to act which is merely involuntary, accidental, or negligent. As used herein, the phrase “employees having management or administrative responsibility” refers to employees of a Party who are responsible for one or more of the executive or administrative functions of planning, organizing, coordinating, directing, controlling, and supervising such Party’s performance under this Agreement; provided, however, that, with respect to employees of the Decommissioning Agent acting in its capacity as such and not in its capacity as a Party, the phrase “employees having management or administrative responsibility” refers only to: (i) the Decommissioning Manager or the employee who has been designated to act and is acting for the Decommissioning Manager; and (ii) anyone in the organizational structure of the Decommissioning Agent between the Decommissioning Manager and an officer.

Willful Action. Willful Action is defined as follows: 3.26.1. Action taken or not taken by a Party at the direction of its directors, members of its governing bodies, officers, or employees having management or administrative responsibility affecting the Party’s its performance under this Agreement, which: (i) which action is knowingly or intentionally taken or not taken with conscious indifference to the consequences thereof or with intent that injury or damage would result or would probably result therefrom; (ii) . 3.26.2. Action taken or not taken by a Party at the direction of its directors, members of its governing bodies, officers, or employees having management or administrative responsibility affecting its performance under this Agreement which action has been determined by final arbitration award or final judgment or judicial decree to be a material default under this Agreement and which occurs or continues beyond the time specified in such arbitration award or judgment or judicial decree for curing such default, default or, if no time to cure is specified therein, occurs or continues thereafter beyond a reasonable time to cure such default; . 3.26.3. Action taken or (iii) not taken by a Party at the direction of its directors, members of its governing bodies, officers, or employees having management or administrative responsibility affecting its performance under this Agreement, which action is knowingly or intentionally taken or not taken with the knowledge that such action taken or not taken is a material default under this Agreement. 4.88.1 Willful Action does not include any act or failure to act which is merely involuntary, accidental, or negligent3.26.4. As used herein, the The phrase “employees having management or administrative responsibility” refers to as used herein means employees of a Party who are responsible for one or more of the executive or administrative functions of planning, organizing, coordinating, directing, controlling, and supervising such Party’s 's performance under this Agreement; provided, however, that, that with respect to employees of the Decommissioning Agent acting in its capacity as Operating Agent, such and not in its capacity as a Party, the phrase “employees having management or administrative responsibility” refers shall refer only to: to (i) the Decommissioning Manager senior employee of Operating Agent who is responsible for Operating Work or the employee who has been designated to act and is acting for the Decommissioning Manager; Capital Improvements and (ii) anyone in the organizational structure of the Decommissioning Operating Agent between the Decommissioning Manager such senior employee and an officer.