definiens: shall mean a cash amount equal to $ 400,000,000 . Payment of the Termination Fee pursuant to this Section 8.3(c ) shall bedeemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Purchaser, any of their respective Affiliates or anyother Person in connection with this Agreement ( and the termination hereof ), the Transactions ( and the abandonment thereof ) or any matter forming thebasis for such termination, and none of Parent, Purchaser or any of their respective Affiliates shall be entitled to bring or maintain any claim, action orproceeding against the Company or any of its Affiliates 58 arising out of or in connection with this Agreement, any of the Transactions or any matters forming the basis for such termination ; provided, that theforegoing shall not relieve any Company Related Party from any liability for fraud or Willful Breach of this Agreement prior to such termination