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. 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. 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
Willful Action. “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. 4.43.1 Action taken or not taken by a Participant at the direction of its directors, officers or employees having management responsibility affecting its performance under any of the Project Agreements, 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.
4.43.2 Action taken or not taken by a Participant at the direction of its directors, officers or employees having management responsibility affecting its performance under any of the Project Agreements, which action has been determined by final arbitration award or final judgment or judicial decree to be a material default under any of the Project 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.
4.43.3 Action taken or not taken by a Participant at the direction of its directors, officers or employees having management responsibility affecting its performance under any of the Project Agreements, 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 any of the Project Agreements.
4.43.4 The phrase “employees having management responsibility” as used in this Section 4.43 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 peformance under any of the Project Agreements.
Willful Action. No Party (including the Operating Agent) committing Willful Action will be indemnified or held harmless by the other Parties for the consequences of the Party’s Willful Action.
Willful Action. Willful Action is defined as follows:
3.33.1. 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 its performance under this 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 result or would probably result therefrom.
3.33.2. 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 or, if no time to cure is specified therein, occurs or continues thereafter beyond a reasonable time to cure such default.
3.33.3. 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 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.
3.33.4. The phrase "employees having management or administrative responsibility" as used herein 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. The Party responsible for any loss, damage, claim, cost, charge, expense, payment, penalty or fee as the result ofits own Willful Action shall indemnify and hold harmless the other Parties, I their directors, members of their governing bodies, officers, and employees from any such loss, damage, claim, cost, charge, expense, payment, penalty or fee.
Willful Action. This term shall have the meaning ascribed thereto in Section 13.4 herein.
Willful Action. For the purpose of this Section 13, Willful Action shall be defined as:
13.4.1. Action taken or not taken by or on behalf of a Party (including the Project Manager) at the direction of its members, directors, members of its governing body or bodies, officers or employees having management or administrative responsibility affecting its performance under this Agreement, which is any of the following:
13.4.1.1. Action which is knowingly or intentionally taken or not taken with conscious indifference to the consequences thereof or with intent or knowledge that injury or damage would result or would probably result there from.
13.4.2. The phrase “employees having management or administrative responsibility” as used in this Section 13.4 means the employees of a Party who are responsible for one or more of the executive functions of developing, organizing, coordinating, directing, controlling or supervising such Party’s performance under this Agreement with responsibility for results, but does not include any independent contractor.
13.4.3. Willful Action does not include any act or failure to act, which is merely involuntary, accidental or negligent.
