definiens: shall mean a cash amount equal to $ 160,000,000 . In any circumstance in which the T ermination Fee becomes due and payable and is paid by the Company in accordance with this Section 8.3, the Te rmination Fee shall be deemed to be liquidated dama ges for, and the sole and exclusive monetary remedy availabl e to Parent and Purchaser in connection with, any a nd all losses or damages suffered or incurred by Parent, P urchaser, any of their respective Affiliates or any other Person in connection with this Agreement ( collectiv ely, ) ( and the termination hereof ), the Transactions ( and the abandonment thereof ) or a ny matter forming the basis for such termination, a nd none of Parent, Purchaser or any of their respective Aff iliates shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affili ates arising out of or in connection with this Agre ement, any of the Transactions or any matters forming the basi s for such termination . For the avoidance of doubt, Parent and Purchaser may seek specific performance to cause th e Company to consummate the Transactions in accorda nce with Section 9.5 or the payment of the Termination Fee pursuant to this Section 8.3(c ), but in no even t shall Parent or Purchaser be entitled to both ( i ) specifi c performance to cause the Company to consummate th e Transactions in accordance with Section 9.5 and ( ii ) the payment of the Termination Fee pursuant to th is Section 8.3(c )