Willful Action. 5.41.1 Action taken or not taken by a Participant at the direction of its directors, officers, Contracting Officer or employees having management or administrative responsibility affecting its performance under any of the Project Agreements, which action is knowingly or intentionally taken or not taken with conscious indifference to the consequences thereofor with intent that injury or damage would probably result therefrom. Willful Action does not include any act or failure to act which is merely involuntary, accidental or negligent.
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
Willful Action. Willful Action is defined as follows:
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 Xxxxxx Agreements, which:
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. 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.
Willful Action. The Party responsible for any loss, damage, claim, cost, charge, expense, payment, penalty or fee as the result of its own Willful Action shall indemnify and hold harmless the other Parties, 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. 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. 3.56.1 Action taken or not taken by a Participant at the direction of its directors, officers or employees having management or administrative 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.
Willful Action. 4.23.1 Action taken or not taken by a Participant at the direction of its directors, officers, Contracting Officer or employees having management or administrative 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. -7- <PAGE> Willful Action does not include any act or failure to act which is merely involuntary, accidental or negligent. 4.23.2 Action taken or not taken by a Participant at the direction of its directors, officers, Contracting Officer or employees having management or administrative 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. 4.23.3 Action taken or not taken by a Participant at the direction of its directors, officers, Contracting Officer or employees having management -8- <PAGE> or administrative 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 Project Agreements. 4.23.4 The phrase "employees having management or administrative responsibility" as used in this Section 4.23 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 any of the Project Agreements. 4.24
