Common use of Willful Action Clause in Contracts

Willful Action. 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 any of the San ▇▇▇▇▇▇ Agreements, which: 4.60.1 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; 4.60.2 has been determined by final arbitration award or final judgment or judicial decree to be a material default under any of the San ▇▇▇▇▇▇ Agreements 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 4.60.3 is knowingly or intentionally taken or not taken with the knowledge that such action taken or not taken is a material default under any of the San ▇▇▇▇▇▇ Agreements. Willful Action does not include any act or failure to act which is merely involuntary, accidental, or negligent. As used in this Section 4.60, 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 any of the San ▇▇▇▇▇▇ Agreements; provided, however, that, with respect to employees of the Operating Agent acting in its capacity as such and not in its capacity as a Party, the phrase “employees having management or administrative responsibility” shall refer only to (i) the Station Manager or, in his absence from SONGS, the employee who has been designated to act and is acting for the Station Manager and (ii) anyone in the organizational structure of the Operating Agent between the Station Manager and an officer.