Management Fee Contribution Margin definition
Management Fee Contribution Margin or "MFCM" means an amount equal to the aggregate of all Service Fees (as such term is defined in each of the Existing Management Agreements) earned in accordance with GAAP from the Company Existing Practices under the Existing Management Agreements during the Determination Period, regardless of the party to whom such Service Fees are payable, less the Regional Expenses (as hereinafter defined). MFCM shall be calculated in accordance with methodology set forth in the schedule attached hereto as Exhibit D, with the revenues and expenses included in the calculation to be calculated in accordance with GAAP. In addition, MFCM shall be calculated and stated on an annualized basis, but only after subtracting the aggregate Service Fees during the Determination Period that are directly related to ancillary services added to the Company Existing Practices by Parent or Merger Sub (excluding those ancillary services identified on Schedule 3.2(a) hereto). The specific Regional Expenses that are directly related to such ancillary services added to the Company Existing Practices by Parent or Merger Sub (excluding those ancillary services identified on Schedule 3.2(a) hereto) shall not be deducted in calculating MFCM. Notwithstanding any provision of this Section 3.2 or any other provision of this Agreement, appropriate adjustments shall be made in calculating MFCM to ensure that MFCM is not decreased by (i) any adjustments to the Balance Sheet (as hereinafter defined) accounts for events occurring prior to June 30, 1999 or after December 31, 2000 or (ii) any adjustments which affect the calculation of Net Working Capital (as defined in Section 7.12).