definiens: shall mean a cash amount equal to $ 300,0 00,000 . Payment of the Company Termination Fee pursuant to this Section 8.3(c ) 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 c onnection with this Agreement ( and the termination hereof ), the Transactions ( and the abandonment thereof ) or any matter forming the basis for such termination, and none of Parent, Purchaser or any of their respective Affiliates shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates arising out of or in connection with this Agreement, any of the Transactions or any matters forming the basis for such termination, other than with respect to claims f or, arising out of or in connection with fraud or willful and material breach of this Agreement