definiens: shall mean $ 60,000,000 in cash . Acceptance by Parent of the Termination Fee shallconstitute acceptance by Parent of the validity of any termination of this Agreement under Section 8.1(e ) . Payment of the Termination Feepursuant to this Section 8.3(b ) shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Purchaser, any of their respective Affiliates or any other Person in connection with this Agreement ( and the termination hereof ), theTransactions ( and the abandonment thereof ) or any matter forming the basis for such termination, and none of Parent, Purchaser, any of theirrespective Affiliates ( collectively, ) or any other Person shall be entitled to bring or maintain any claim, action orproceeding against the Company or any of its Affiliates arising out of or in connection with this Agreement, any of the Transactions or anymatters forming the basis for such termination