Common use of Willful Misconduct Clause in Contracts

Willful Misconduct. As used in this Agreement, the term "Willful Misconduct" shall mean any act or omission by any of the Indemnified Parties that is performed or omitted consciously with actual knowledge that such conduct is likely to result in damage or injury to persons or property; provided, however, that any such act or omission, if performed or omitted by an Indemnified Party, shall not be deemed Willful Misconduct unless an officer or employee of Operator at or above the officer level of Vice President or the employee level of plant manager shall have expressly authorized such act or omission. Operator shall exercise reasonable and customary supervision or control over the activities of its agents, servants and employees, and its affiliates, so as to minimize the potential for adverse willful actions by such agents, servants or employees or affiliates; provided, however, that failure of Operator to prevent such adverse willful actions shall not itself be considered Willful Misconduct. Liability attributable to Operator's Willful Misconduct, fraud or gross negligence shall be borne by Operator, subject to the limitations of liability in Section 9.5 below and the last paragraph of Section 9.3 above in the case of liability to Owner.

Willful Misconduct. As used in this Agreement, the term "Willful Misconduct" shall mean any act or omission by any of the Indemnified Parties that is performed or omitted consciously with actual knowledge that such conduct is likely to result in damage or injury to persons or property; provided, however, that any such act or omission, if performed or omitted by an Indemnified Party, shall not be deemed Willful Misconduct unless an officer or employee of Operator [OPCO] at or above the officer level of Vice President or the employee level of plant manager shall have expressly authorized such act or omission. Operator [OPCO] shall exercise reasonable and customary supervision or control over the activities of its agents, servants and servants, or employees, and its affiliates, so as to minimize the potential for adverse willful actions by such agents, servants or employees or affiliates; provided, however, that failure of Operator [OPCO] to prevent such adverse willful actions shall not itself be considered Willful Misconduct. Liability attributable solely to Operator's Willful Misconduct, fraud or gross negligence Misconduct shall be borne by Operator[OPCO], subject to the limitations limitation of liability in Section 9.5 below and the last paragraph of Section 9.3 above in the case of liability to Ownerbelow.