managing directors partners, members, predecessor entities, successors and assigns, parents, Subsidiaries, Affiliates, stockholders, employees, attorneys, accountants and other advisors and agents (collectively, the “Company Released Persons”) from any and all claims, actions, causes of action, demands and charges of whatever nature, known or unknown, arising out of, or relating to any of the Merger Agreement, the Transaction Agreements or the transactions contemplated thereby and including any acts, omissions, disclosure or communications related to the Merger Agreement, the Transaction Agreements or the transactions contemplated thereby (the “Company Released Claims”); provided, that for the avoidance of doubt, nothing contained herein shall be deemed to release any party hereto from its obligations under this Termination Agreement.
SECTION 3.2. Company Releases. Effective on the Effective Date, the Company, for itself and its officers, directors, members, managers, predecessor entities, successors and assigns, parents, Subsidiaries, and Affiliates (the “Company Releasing Parties”), fully release and discharge each Parent Party, its Subsidiaries and Affiliates (including Gores Sponsor VIII, LLC) and each of their respective officers, directors, managers, managing directors, partners, members, predecessor entities, successors and assigns, parents, Subsidiaries, Affiliates, stockholders, employees, attorneys, accountants and other advisors and agents (collectively, the “Company Released Persons” and, together with the Parent Released Persons, the “Released Persons”) from any and all claims, actions, causes of action, demands and charges of whatever nature, known or unknown, arising out of, or relating to any of the Merger Agreement, the Transaction Agreements or the transactions contemplated thereby and including any acts, omissions, disclosure or communications related to the Merger Agreement, the Transaction Agreements or the transactions contemplated thereby (the “Company Released Claims” and, together with the Parent Released Claims, the “Released Claims”); provided, that for the avoidance of doubt, nothing contained herein shall be deemed to release any party hereto from its obligations under this Termination Agreement or the Surviving Provisions.
SECTION 3.3. Scope of Release and Discharge. The Parties acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know or believe to be true related to or concerning the Released Claims. The Parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full and complete release and discharge of the Released Claims. To that end, with respect to the Released Claims only, the Parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, which is similar, comparable or equivalent to §1542 of the California Civil Code. With respect to the Released Claims only, the Parties expressly waive and relinquish, to the fullest extent permitted by law, the provisions, rights, and benefits of §1542 of the California Civil Code, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
SECTION 3.4. Covenant Not to Sue. Effective as of the Effective Date, each of the Parties covenants, (a) on behalf of itself, (b) in the case of the Parent Entities, on behalf of the Parent Releasing Parties, and (c) in the case of the Company, on behalf of the Company Releasing Parties, not to bring any Released Claim before any court, arbitrator, or other tribunal in any jurisdiction, whether as a claim, a cross-claim, counterclaim or otherwise; provided, that for the avoidance of doubt, nothing contained herein shall be deemed to prevent any Party hereto from enforcing its rights under this Termination Agreement or the Surviving Provisions. Any Released Person may plead this Termination Agreement as a complete bar to any Released Claim brought in derogation of this covenant not to sue.
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