definiens: shall mean a cash amount equal to $ 104,000,000 . In the event that Parent or its designee shallreceive full payment pursuant to this Section 8.3(b ), the receipt of the Termination Fee shall be deemed to be 55.liquidated damages for any and all losses or damages suffered or incurred by Parent, Purchaser, any of theirrespective Affiliates or any other Person in connection with this Agreement ( and the termination hereof ), thetransactions contemplated hereby ( and the abandonment thereof ) or any matter forming the basis for suchtermination, and none of Parent, Purchaser, any of their respective Affiliates ( collectively, ) or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or anyof its Affiliates arising out of or in connection with this Agreement, any of the Transactions or any matters forming thebasis for such termination ; provided, however, that nothing in this Section 8.3(b ) shall limit the rights of Parent orPurchaser under Section 9.5(b ) or with respect to common law fraud or willful and material breach of this Agreementby the Company prior to the date of termination