Willful Action means an action taken or not taken by a Party, which action is knowingly or intentionally taken or failed to be taken, with intent that injury or damage would result therefrom or which action is wantonly reckless. Willful Action does not include any act or failure to act which is involuntary, accidental, negligent, or grossly negligent.
Willful Action shall be defined as an action taken or not taken by a Party at the direction of its directors, officers, or employees where:
Willful Action means: (i) action taken or not taken by a Party (or the Reclamation Trust Funds Operating Agent), at the direction of its directors, members of its Board, officers or employees having management or administrative responsibility affecting its performance under this Mine Reclamation 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 (ii) action taken or not taken by a Party (or the Reclamation Trust Funds Operating Agent) at the direction of its directors, members of its Board, officers or employees having management or administrative responsibility affecting its performance hereunder, which action has been determined by final arbitration award or final judgment or judicial decree to be a material default hereunder 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 (iii) action taken or not taken by a Party (or the Reclamation Trust Funds Operating Agent), at the direction of its directors, members of its Board, officers or employees having management or administrative responsibility affecting its performance hereunder, which action is knowingly or intentionally taken or not taken with the knowledge that such action taken or not taken is a material default hereunder. The phrase “employees having management or administrative responsibility,” as used in this Section 2.1.90, means employees of a Party who are responsible for one or more of the executive functions of planning, organizing, coordinating, directing, controlling and supervising such Party’s performance under this Mine Reclamation Agreement; provided, however, that, with respect to employees of the Reclamation Trust Funds Operating Agent acting in its capacity as such and not in its capacity as a Party, but only during such time as any one of Unit 1, 2, 3 or 4 is commercially producing electrical power, such phrase refers only to: (x) the senior employee of the Reclamation Trust Funds Operating Agent on duty at the Project who is responsible for the operation of the Units, and (y) anyone in the organizational structure of the Reclamation Trust Funds Operating Agent between such senior employee and an officer. After such time as none of Unit 1, 2, 3...
Examples of Willful Action in a sentence
Except for any loss, damage, claim, cost, charge or expense resulting from Willful Action, each Party releases the other Party, its directors or other governing body, officers and employees from any such liability.
Willful Action does not include any act or failure to act which is merely involuntary, accidental or negligent.
Operator shall protect, defend, indemnify and hold harmless each Owner Indemnitee from and against Losses and Third-Party Losses arising out of, related to, or resulting from the Willful Action of Operator.
Except for any loss, damage, claim, cost, charge or expense resulting from Willful Action, each Second Party releases each other First Party, its directors, officers, and employees, from any such liability.
Except for any loss, damage, claim, cost, charge or expense resulting from Willful Action, each Party releases the other Party, its directors or other governing body, officers, and employees from any such liability.
More Definitions of Willful Action
Willful Action means any act or omission of a Party (including an Owner acting as Operator), done or not done, at the direction of its directors, a corporate officer or Plant Manager in respect of the matter involved, which:
Willful Action means an action taken or not taken by a Party that is knowingly or intentionally taken or not taken with the intent that injury or damage would result or with a reckless disregard for the result. Willful Action does not include any act or failure to act that is involuntary, accidental, or negligent.
Willful Action means any of: (a) action taken or not taken by a Party at the direction of its directors, officers or employees having management or administrative responsibility affecting such Party’s performance under this Agreement, which action is knowingly or intentionally taken or not taken with conscious indifference to the consequences thereof or with the intent that injury or damage would result or would probably result therefrom, including any act or failure to act constituting gross negligence but excluding any act or failure to act which is merely involuntary, accidental or negligent; or (b) action taken or not taken by a Party at the direction of its directors, officers or employees having management or administrative responsibility affecting such Party’s performance under this Agreement, which action has been determined by final judgment or judicial decree to be a material default under this Agreement and which occurs or continues beyond the time specified in such final judgment or judicial decree for curing such default or, if no time is specified therein, which occurs or continues beyond a reasonable time to cure such default. For purposes of this definition, the phrase “employees having management or administrative responsibility” means employees of a Party who are responsible for one or more of the executive functions of planning, organizing, coordinating, directing, controlling and supervising such Party’s performance under this Agreement.
Willful Action shall have the respective meanings given thereto in the Renewal Power Sales Contracts.
Willful Action means (i) action taken or not taken by a Party (or the Decommissioning Agent), at the direction of its directors, members of its Board, officers or employees having management or administrative responsibility affecting its performance under this Decommissioning 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 (ii) action taken or not taken by a Party (or the Decommissioning Agent) at the direction of its directors, members of its Board, officers or employees having management or administrative responsibility affecting its performance hereunder, which action has been determined by final arbitration award or final judgment or judicial decree to be a material default hereunder 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 (iii) action taken or not taken by a Party (or the Decommissioning Agent), at the direction of its directors, members of its Board, officers or employees having management or administrative responsibility affecting its performance hereunder, which action is knowingly or intentionally taken or not taken with the knowledge that such action taken or not taken is a material default hereunder. The phrase “employees having management or administrative responsibility,” as used in this Section 2.1.68, means employees of a Party who are responsible for one or more of the executive functions of planning, organizing, coordinating, directing, controlling and supervising such Party’s performance under this Decommissioning 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, but only during such time as any one of Unit 1, 2, 3 or 4 is commercially producing electrical power, such phrase refers only to: (x) the senior employee of the Decommissioning Agent on duty at the Project who is responsible for the operation of the Units, and (y) anyone in the organizational structure of the Decommissioning Agent between such senior employee and an officer. After such time as none of Unit 1, 2, 3 or 4 is commercially producing electrical power, the phrase “employees having management or administrative res...
Willful Action means any act or omission of a Party or on its behalf, at the Party’s direction, in respect of the matter involved, which:
Willful Action as used in this Section 6 is defined as follows: 6.5.1 Action taken or not taken by a Party at the direction of its directors, officers, contracting officer, or employees, having management or administrative responsibility affecting its performance under the Memorandum Transmission Agreement, which action is knowingly or intentionally taken or 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. Willful Action does not include any act or failure to act which is merely involuntary, accidental or negligent. 6.5.2 Action taken or not taken by a Party at the direction of its directors, officers, contracting officer, or employees, having management or administrative responsibility affecting its performance under the Memorandum -18- <PAGE> Transmission Agreement, which action has been determined by final arbitration award or final judgment or judicial decree to be a material default under the Memorandum Transmission 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. 6.5.3 Action taken or not taken by a Party at the direction of its directors, officers, contracting officer, or employees, having management or administrative responsibility affecting its performance under the Memorandum Transmission 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. 6.5.4 The phrase "employees having management or administrative responsibility" as used in this Section 6.5 means employees of a Party who are responsible for one or more of the executive functions of planning, organizing, -19- <PAGE> coordinating, directing, controlling and supervising such Party's performance under this Memorandum Transmission Agreement. 7.