Common use of Excluded Amounts Clause in Contracts

Excluded Amounts. Notwithstanding anything in Section 5.1 to the contrary, Guarantor shall not have any obligation to indemnify an Indemnified Party with respect to any of the following (collectively, “Excluded Amounts”): (i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent such amounts include losses in respect of a Purchased Lease that is uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the failure at any time of the related Obligor to budget and appropriate sufficient moneys to make any Scheduled Payment or other amount due under such Purchased Lease (except to the extent that such losses arise out of or as a result of a breach with respect to such Purchased Lease of the representation and warranty set forth in Section 3.2 of the Purchase Agreement); or (iii) taxes on or measured by the overall net income of such Indemnified Party imposed by any jurisdiction in which such Indemnified Party is subject to taxation; provided, however, that nothing contained in this Section 5.2 shall limit the liability of Guarantor, or limit the recourse of Buyer to Guarantor or Seller, for amounts otherwise specifically provided to be Recourse Obligations under the terms of this Agreement.

Excluded Amounts. Notwithstanding anything in Section 5.1 7.1 to the contrary, Guarantor Seller shall not have any obligation to indemnify an Indemnified Party with respect to any of the following (collectively, “Excluded Amounts”): (i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent such amounts include losses in respect of a Purchased Lease that is uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the failure at any time of the related Obligor to budget and appropriate sufficient moneys to make any Scheduled Payment or other amount due under such Purchased Lease (except to the extent that such losses arise out of or as a result of a breach with respect to such Purchased Lease of the representation and warranty set forth in Section 3.2 of the Purchase Agreement3.2); or (iii) taxes on or measured by the overall net income of such Indemnified Party imposed by any jurisdiction in which such Indemnified Party is subject to taxation; provided, however, that nothing contained in this Section 5.2 shall limit the liability of Guarantor, or limit the recourse of Buyer to Guarantor or Seller, for amounts otherwise specifically provided to be Recourse Obligations under the terms of this Agreement.

Excluded Amounts. Notwithstanding anything in Section 5.1 7.1 to the contrary, Guarantor neither Seller nor Federal Signal shall not have any obligation to indemnify an Indemnified Party with respect to any of the following (collectively, “Excluded Amounts”): (i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent such amounts include losses in respect of a Purchased Lease that is uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the failure at any time of the related Obligor to budget and appropriate sufficient moneys to make any Scheduled Payment or other amount due under such Purchased Lease (except to the extent that such losses arise out of or as a result of a breach with respect to such Purchased Lease of the representation and warranty set forth in Section 3.2 of the Purchase Agreement3.2); or (iii) taxes on or measured by the overall net income of such Indemnified Party imposed by any jurisdiction in which such Indemnified Party is subject to taxation; provided, however, that nothing contained in this Section 5.2 shall limit the liability of Guarantor, or limit the recourse of Buyer to Guarantor or Seller, for amounts otherwise specifically provided to be Recourse Obligations under the terms of this Agreement.