Common use of Willful Action Clause in Contracts

Willful Action. 5.57.1 Action taken or not taken by a Participant (or the Operating Agent), at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project Agreement, 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 probably result therefrom; or 5.57.2 Action taken or not taken by a Participant (or the Operating Agent) at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project Agreement, which action has been determined by final arbitration award or final judgment or judicial decree to be a material default under a Project Agreement and which action 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 beyond a reasonable time to cure such default; or 5.57.3 Action taken or not taken by a Participant (or the Operating Agent), at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project 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 a Project Agreement. 5.57.4 The phrase “employees having management or administrative responsibility,” as used in this Section 5.57, means employees of a Participant who are responsible for one or more of the executive functions of planning, organizing, coordinating, directing, controlling and supervising such Participant’s performance under a Project Agreement; provided however, that, with respect to employees of the Operating Agent acting in its capacity as such and not in its capacity as a Participant, such phrase shall refer only to (i) the senior employee of the Operating Agent on duty at the San Xxxx Project who is responsible for the operation of the Units, and (ii) anyone in the organizational structure of the Operating Agent between such senior employee and an officer. 5.57.5 Willful Action does not include any act or failure to act which is merely involuntary, accidental or negligent.

Willful Action. 5.57.1 5.41.1 Action taken or not taken by a Participant (or the Operating Agent), at the direction of its directors, members of its governing bodyofficers, officers Contracting Officer or employees having management or administrative responsibility affecting its performance under a any of the Project AgreementAgreements, which action is knowingly or intentionally taken or not taken with conscious indifference to the consequences thereof or thereofor with intent that injury or damage would probably result therefrom; or. Willful Action does not include any act or failure to act which is merely involuntary, accidental or negligent. 5.57.2 5.41.2 Action taken or not taken by a Participant (or the Operating Agent) at the direction of its directors, members of its governing bodyofficers, officers Contracting Officer or employees having management or administrative responsibility affecting its performance under a any of the Project AgreementAgreements, which action has been determined by final arbitration award or final judgment finaljudgment or judicial decree to be a material default Default under a any of the Project Agreement Agreements and which action occurs or continues beyond the time specified in such arbitration award or final judgment or judicial decree for curing such defaultDefault or, or if no time to cure is specified therein, occurs or continues thereafter beyond a reasonable time to cure such default; orDefault. 5.57.3 5.41.3 Action taken or not taken by a Participant (or the Operating Agent), at the direction of its directors, members of its governing bodyofficers, officers Contracting Officer or employees having management or administrative responsibility affecting its performance under a any of the Project AgreementAgreements, which action is knowingly or intentionally taken or not taken with the knowledge that such action taken or not taken is a material default Default under a any Project AgreementAgreements. 5.57.4 5.41.4 The phrase “"employees having management or administrative responsibility,” " as used in this Section 5.57, 5.41 means employees of a Participant who are responsible for one or more of the executive functions of planning, organizing, coordinating, directing, controlling and supervising such Participant’s 's performance under a any ofthe Project Agreement; provided however, that, with respect to employees of the Operating Agent acting in its capacity as such and not in its capacity as a Participant, such phrase shall refer only to (i) the senior employee of the Operating Agent on duty at the San Xxxx Project who is responsible for the operation of the Units, and (ii) anyone in the organizational structure of the Operating Agent between such senior employee and an officerAgreements. 5.57.5 Willful Action does not include any act or failure to act which is merely involuntary, accidental or negligent.

Willful Action. 5.57.1 19.1. Action taken or not taken by a Participant (or the Operating Agent), party at the direction of its directors, members of its governing bodycommissioners, officers or employees having management or administrative responsibility affecting its performance under a Project this Agreement, which action is knowingly or intentionally taken or not failed to be taken with conscious indifference to the consequences thereof or with intent that injury or damage would result or would probably result therefrom; or 5.57.2 Action taken or not taken by a Participant (or the Operating Agent) at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project Agreement, which action has been determined by final arbitration award or final judgment or judicial decree to be a material default under a Project Agreement and which action 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 beyond a reasonable time to cure such default; or 5.57.3 Action taken or not taken by a Participant (or the Operating Agent), at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project 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 a Project Agreement. 5.57.4 The phrase “employees having management or administrative responsibility,” as used in this Section 5.57, means employees of a Participant who are responsible for one or more of the executive functions of planning, organizing, coordinating, directing, controlling and supervising such Participant’s performance under a Project Agreement; provided however, that, with respect to employees of the Operating Agent acting in its capacity as such and not in its capacity as a Participant, such phrase shall refer only to (i) the senior employee of the Operating Agent on duty at the San Xxxx Project who is responsible for the operation of the Units, and (ii) anyone in the organizational structure of the Operating Agent between such senior employee and an officer. 5.57.5 . Willful Action does not include any act or failure to act which is merely involuntary, accidental or negligent. 19.2. Action taken or not taken by a Party at the direction of its directors, commissioners, officers or employees having management or administrative responsibility affecting its performance under this Agreement, which action has been detennined 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. 19.3. Action taken or not taken by a Party at the direction of its directors, commissioners, officers or employees having management or administrative responsibility affecting its perfonnance under this Agreement, which action is knowingly or intentionally taken or failed to be taken with the knowledge that such action taken or failed to be taken is a material default under this Agreement. 19.4. The phrase "employees having management or administrative responsibility", as used in this Section, means the employees of a Party who are responsible for one or more of the executive functions ofplanning, organizing, coordinating, directing, controlling and supervising such Party's performance under this Agreement with responsibility for results. For the purposes of this Agreement, this includes the System Operator.

Willful Action. 5.57.1 Action taken or not taken by a Participant (or the Operating Agent), Party at the direction of its directors, members of its governing bodyofficers, officers or employees having management or administrative responsibility affecting its performance under a Project this Agreement, which action which: 36.1 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; or; 5.57.2 Action taken or not taken by a Participant (or the Operating Agent) at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project Agreement, which action 36.2 has been determined by final arbitration award or final judgment or judicial decree to be a material default under a Project this Agreement and which action occurs or continues beyond the time specified in such arbitration award or judgment or judicial decree for curing such default, or or, if no time to cure is specified therein, occurs or continues thereafter beyond a reasonable time to cure such default; or 5.57.3 Action taken or not taken by a Participant (or the Operating Agent), at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project Agreement, which action 36.3 is knowingly or intentionally taken or not taken with the knowledge that such action taken or not taken is a material default under a Project this Agreement. 5.57.4 The phrase “employees having management or administrative responsibility,” as used in this Section 5.57, means employees of a Participant who are responsible for one or more of the executive functions of planning, organizing, coordinating, directing, controlling and supervising such Participant’s performance under a Project Agreement; provided however, that, with respect to employees of the Operating Agent acting in its capacity as such and not in its capacity as a Participant, such phrase shall refer only to (i) the senior employee of the Operating Agent on duty at the San Xxxx Project who is responsible for the operation of the Units, and (ii) anyone in the organizational structure of the Operating Agent between such senior employee and an officer. 5.57.5 . Willful Action does not include any act or failure to act which is merely involuntary, accidental 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" shall refer only to (i) the Decommissioning Project Manager or the employee who has been designated to act and is acting for the Decommissioning Project Manager, and (ii) anyone in the organizational structure of the Decommissioning Agent between the Decommissioning Project Manager and an officer. A&G PROCESS FOR THE SONGS UNIT 1 DECOMMISSIONING PROJECT 1. The San Xxxxxx Unit 1 decommissioning project will be charged for SCE corporate A&G (includes A&G and incremental P&B) costs based on the normal Corporate Accounting and Recording System (CARS) procedures for allocating such costs to capital projects on a monthly basis. The normal CARS process involves the allocation of all corporate A&G costs to both O&M and Capital charges. That portion of A&G costs chargeable to capital is a percentage approved by the CPUC. Those A&G costs attributable to capital are then distributed on a monthly basis to all capital work orders on a proportional basis. Thus, the decommissioning work order will receive only its proportional share of the total capital A&G costs of the company. This amount will be included monthly in the project request for funds to SDG&E. 2. Certain accounts within the decommissioning project accounting codes will NOT be subject to allocation of corporate A&G. Accounts that will fall into this category are those that will contain direct payments for NRC fees, Nuclear Specific Insurance, and Low Level Radioactive Waste (LLRW) burial. 3. All payroll taxes and pensions and benefits charges associated with the San Xxxxxx Unit 1 Decommissioning Project will be direct charged to the work order rather than using any allocation methodology. These charges will not, therefore, be included in the SONGS 1 Decommissioning Project A&G. 4. Since Workmen's Compensation Insurance costs are now to be direct billed to the appropriate work orders, NO such costs will be included in the A&G allocation process. The only Workmen's Compensation costs incurred by the project will be those resulting from decommissioning activities.

Willful Action. 5.57.1 5.53.1 Action taken or not taken by a Participant (or the Operating Agent), at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project Agreement, 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 probably result therefrom; or 5.57.2 5.53.2 Action taken or not taken by a Participant (or the Operating Agent) at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project Agreement, which action has been determined by final arbitration award or final judgment or judicial decree to be a material default under a Project Agreement and which action 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 beyond a reasonable time to cure such default; or 5.57.3 5.53.3 Action taken or not taken by a Participant (or the Operating Agent), at the direction of its directors, members of its governing body, officers or employees having management or administrative responsibility affecting its performance under a Project 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 a Project Agreement. 5.57.4 5.53.4 The phrase “"employees having management or administrative responsibility,” " as used in this Section 5.575.53, means employees of a Participant who are responsible for one or more of the executive functions of planning, organizing, coordinating, directing, controlling and supervising such Participant’s 's performance under a Project Agreement; provided however, that, with respect to employees of the Operating Agent acting in its capacity as such and not in its capacity as a Participant, such phrase shall refer only to (i) the senior employee of the Operating Agent on duty at the San Xxxx Project who is responsible for the operation of the Units, and (ii) anyone in the organizational structure of the Operating Agent between such senior employee and an officer. 5.57.5 5.53.5 Willful Action does not include any act or failure to act which is merely involuntary, accidental or negligent.