definiens: shall be deemed to mean the date of this Agreement and thephrase in Section 5.6(f ) shall be deemed to be deleted, and ( b ) if this Agreement isterminated by [COMPANY] Acquisition pursuant to Section 8.1(a ) due to a Breach of Section 5.3 and if either [COMPANY] or Ascententers into a Contract for an Acquisition Transaction within twelve ( 12 ) months of the date of termination of this Agreement, then [COMPANY] and Ascent, jointly and severally, shall pay to [COMPANY] Acquisition in cash a fee in the amount of $ 10.0million, together with all fees, costs and expenses incurred by or on behalf of [COMPANY] or [COMPANY] Acquisition as describedin Section 10.1, within two ( 2 ) Business Days after the execution of such Contract . Notwithstanding anything to the contrarycontained herein, nothing in this Section 8.3 shall be deemed to release any party from liability for any Breach under thisAgreement