definiens: means a cash amount equal to $ 810,000 . In the event that the Parent shall receive theTermination Fee, the receipt of such fee shall be deemed to be liquidated damages for any and all losses ordamages suffered or incurred by the Parent, the Merger Sub, any Parent Affiliates or any other Person inconnection with this Agreement ( and the termination hereof ) or the Contemplated Transactions ( and theabandonment thereof ), or any matter forming the basis for such termination, and none of the Parent, the MergerSub, any Parent Affiliates or any other Person shall be entitled to bring or maintain any other claim, action orproceeding against the Company or any Company Affiliates or any Representative of the Company or anyCompany Affiliates arising out of this Agreement, any of the Contemplated Transactions or any matters formingthe basis for such termination ; provided, however, that nothing in this Section 8.3(b ) shall relieve any party fromany liability for intentional common law fraud