Liquidated Damages for Termination by United. If United terminates this Agreement as a result of Contractor’s breach, then Contractor will pay to United, as liquidated damages for United’s prospective losses related to the loss of the benefit of the bargain for the remainder of the term of this Agreement and not as a penalty, within ten (10) business days from the receipt of the calculation from United, the Daily United Damages (as described below), for each day remaining during the period commencing with the date of termination through the end of the then current term of this Agreement; provided, however, that if, within two years of the date of the applicable termination notice delivered by United to Contractor, United secures and begins operations with another carrier to replace Contractor’s Regional Airline Services provided by the Covered Aircraft, then the Daily United Damages will be offset by an amount calculated by United to reasonably correspond to the Daily United Damages calculation described below but calculated with regard to such operations with such other carrier. As used herein, “Daily United Damages” shall equal (W) United’s aggregate revenue received from the operation of all Covered Aircraft under this Agreement during the twelve (12) full calendar months immediately preceding the event constituting such breach (including but not limited to revenues from passenger sales, cargo and mail services as well as any “beyond revenue” (constituting revenue from transfers to other United flights)), minus (X) the aggregate revenue received by Contractor from United pursuant to the terms of this Agreement with regard to the operation of all Covered Aircraft under this Agreement during such twelve (12) calendar months (including all payments received pursuant to Section 3.6 in respect of such operations), minus (Y) the United incurred expenses referred to in Section 3.4(a) incurred in respect of such operations, and divided by (Z) 365; provided that, as of the date United terminates this Agreement, if the first Covered Aircraft has been in service hereunder for fewer than twenty-four (24) months, then the Daily United Damages hereunder shall equal (A) the amount of the “Daily United Damages” for the 12-month period immediately preceding such date of termination, as such term is defined and such amount is determined, pursuant to that certain United Express Agreement, dated January 28, 2004, by and between United (as successor to United Air Lines, Inc.) and Contractor for Regional Airline Service...
