Calculation of Loss. In general, recipients will compute the extent of the reduction in revenue by comparing actual revenue to a counterfactual trend representing what could have been expected to occur in the absence of the pandemic. This approach measures losses in revenue relative to the most recent fiscal year prior to the COVID–19 public health emergency by using the most recent pre-pandemic fiscal year as the starting point for estimates of revenue growth absent the pandemic. In other words, the counterfactual trend starts with the last full fiscal year prior to the COVID–19 public health emergency and then assumes growth at a constant rate in the subsequent years. Because recipients can estimate the revenue shortfall at multiple points in time throughout the covered period as revenue is collected, this approach accounts for variation across recipients in the timing of pandemic impacts.121 Although revenue may decline for reasons unrelated to the COVID–19 public health emergency, to minimize the administrative burden on recipients and taking into consideration the devastating effects of the COVID–19 public health emergency, any diminution in actual revenues relative to the counterfactual pre-pandemic trend would be presumed to have been due to the COVID–19 public health emergency. For purposes of measuring revenue growth in the counterfactual trend, recipients may use a growth adjustment of either 4.1 percent per year or the recipient’s average annual revenue growth over the three full fiscal years prior to the COVID–19 public health emergency, whichever is higher. The option of 4.1 percent represents the average annual growth across all State and local government ‘‘General Revenue from Own Sources’’ in the most recent three years of available data.122 This approach provides recipients with a standardized growth adjustment when calculating the counterfactual revenue trend and thus minimizes administrative burden, while not disadvantaging recipients with revenue growth that exceeded the national average prior to the COVID–19 public health emergency by permitting these recipients to use their own revenue growth rate over the preceding three years. Recipients should calculate the extent of the reduction in revenue as of four points in time: December 31, 2020; December 31, 2021; December 31, 2022; and December 31, 2023. To calculate the extent of the reduction in revenue at each of these dates, recipients should follow a four-step process:
Calculation of Loss. In calculating amounts payable to an Indemnified Party, the amount of any indemnified Loss shall be computed net of (a) payments actually recovered by any Indemnified Party under any insurance policy with respect to such Loss net of expenses and (b) any actual recovery by any Indemnified Party from any Person with respect to such Loss net of expenses. Each Indemnified Party shall use commercially reasonable efforts to pursue reimbursement for Loss, including under insurance policies and indemnity arrangements.
Calculation of Loss. In calculating the Loss of the Purchaser for a Breach or any other breach of this Agreement account must be taken of the amount by which any Tax for which any member of the Purchaser Group is now or in the future accountable or liable to be assessed is reduced or extinguished as a result of the fact, matter or circumstance giving rise to the Loss.
Calculation of Loss. In calculating the amount of any Loss for which any party is entitled to indemnification hereunder, the amount of any reserve, provision or accrual related to such Loss, shall be deducted to the extent reflected in Closing Net Working Capital or to the extent it is included in the calculation of the Closing Regulatory Capital Requirement and otherwise to avoid duplicative amounts.
Calculation of Loss. The loss of the insured or the proceeds from the Company shall be calculates in the following manners:
Calculation of Loss. (1) Loss with respect to any Default insured against hereunder shall be determined as the sum of:
Calculation of Loss. (a) In calculating the amount of a Loss, there shall be deducted (without duplication):
Calculation of Loss. (a) The amount of any losses for which indemnification is provided under this Article XII shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such losses (net of any tax or expenses incurred in connection with such recovery). Buyer and Seller each shall use their respective commercially reasonable efforts to recover under insurance policies any losses prior to seeking indemnification under this Agreement. To the extent that indemnification for any loss is provided under Article XII and subsequently amounts are recovered by the indemnified party under insurance policies with respect to such loss or from any third party pursuant to third-party indemnification agreements, the indemnified party shall pay to the indemnifying party all such amounts recovered by the indemnified party promptly following the receipt of such amounts.
Calculation of Loss. (a) Any Loss incurred by the Company (after taking into account all possible compensating factors for the Company) shall be regarded as being incurred by the Purchaser in the same amount.
Calculation of Loss. The Company calculates loss of the insured and the amount of proceeds based on the provision of Article 35.
