Common use of Calculation of Commission Clause in Contracts

Calculation of Commission. The Commission shall be calculated on a sliding scale based on the Total Net Sale Proceeds from the sale of the Projects, as defined below: (a) The Total Net Sale Proceeds from the sale of the Projects shall be equal to the gross sales proceeds actually received, converted into U.S. dollars as of the date funds are received by Horizon, less: (i) all expenses of sale, including, but not limited to, attorney fees, consultant fees and government fees, other than expenses for which Agent is entitled to reimbursement pursuant to Section 6 below; (ii) all foreign or domestic income taxes, excise taxes, and other taxes which Horizon or its affiliates are required to pay related to the sale of the Projects; and (iii) the “Post 8/1/05 Net Project Development Costs” defined as follows: for purposes of this Agreement, the Post 8/1/05 Net Project Development Costs consist of all expenses related to the Italian Project and the Bulgarian Project first accrued by Horizon or its affiliates in connection with the Projects on or after August 1, 2005 after reduction by the amount of any such expenses for which Horizon or its affiliates are reimbursed by any unaffiliated party. (b) the Commission will be calculated as follows: (i) one percent (1%) of the Total Net Sales Proceeds up to Total Net Sales Proceeds of one million dollars ($1,000,000); plus (ii) two percent (2%) of the Total Net Sales Proceeds greater than one million dollars ($1,000,000) up to Total Net Sales Proceeds of two million dollars ($2,000,000); plus (iii) three percent (3%) of the Total Net Sales Proceeds greater than two million dollars ($2,000,000) up to Total Net Sales Proceeds of three million dollars ($3,000,000); plus (iv) an additional similarly increasing percentage of the Total Net Sales Proceeds from each successive increment of one million dollars ($1,000,000) of Total Net Sales Proceeds up to a maximum of 50 percent of the Total Net Sales Proceeds greater than forty-nine million dollars ($49,000,000) up to the Total Net Sales Proceeds of fifty million dollars ($50,000,000); plus (v) if any proceeds from the sale of one of the Projects are received by Horizon more than three months after the closing of the sale of a Project, such as pursuant to an “earn-out” or similar provision, those sale proceeds shall be discounted by a prorated annual percentage rate of eight percent (8%) per year, and then added to the Net Sales Proceeds as of the Closing, and the Commission shall then be increased by applying the above formula to the Net Sales Proceeds as so increased; less (vi) one-half (1/2) of the total expenses for which Horizon has reimbursed Agent pursuant to Section 6 below. (c) If the sale of one of the Projects is consummated before the sale of the other Project, then a portion of the Commission shall be paid based on the formula set out in paragraphs 5(a) and 5(b) above, provided that the Net Sales Proceeds from that project exceed the Accumulated Net Project Development Costs related to both projects. Upon the closing of the sale of the other Project, the remainder of the Commission shall be calculated and paid as though both closings had occurred at the same time (except as otherwise provided in paragraph 5(b)(v) above).