Sales Practices. a. Except for such other prior course of dealing as the parties may have mutually determined to establish (which the parties will cooperate to appropriately document following the Amendment No. 8 Effective Date): i. Purchaser shall promptly refer to Sears any Cardholder complaint regarding the quality of Merchandise or otherwise related to Sears; ii. Sears shall promptly refer to Purchaser any Cardholder complaint regarding a Former NR/TY Card account or otherwise related to Purchaser; iii. Each party shall track complaints received by it from or on behalf of Cardholders or from any Governmental Authority in a manner that enables it to determine if it receives an inordinate amount of complaints regarding a particular matter so that such party (A) can determine if there is an issue related to this Agreement and (B) use commercially reasonable efforts to promptly correct problems; and iv. Sears will submit sufficient, timely, and usable information regarding its complaint tracking to enable Purchaser to analyze complaint activity and trends for risk management purposes. ▇. ▇▇▇▇▇ represents and warrants to Purchaser that as of the Amendment No. 8 Effective Date, neither Sears nor its Affiliates, nor any merchant whose goods/services are sold on Sears Marketplace (a “Marketplace Vendor”) sells [***]. c. Notwithstanding anything to the contrary herein, Purchaser, after consultation with Sears, may take any actions and make any changes to this Agreement required to comply with Purchaser’s implementation of its policies and procedures relating to anti-money laundering, sanctions, customer identification and anti-bribery and corruption and Sears agrees to provide reasonable cooperation in connection therewith. ▇. ▇▇▇▇▇ acknowledges that Purchaser and its Affiliates are subject to regulatory oversight by Governmental Authorities and that such Governmental Authorities have the authority to examine, audit and inspect the activities of Sears and its Affiliates conducted pursuant to this Agreement. Sears shall and shall cause its Affiliates to, promptly cooperate with all Governmental Authorities having jurisdiction over Purchaser or its Affiliates in connection with any examination, audit or inquiry relating to this Agreement, and shall promptly cooperate with Purchaser in connection with any examination or audit of, or inquiry to, Purchaser or its Affiliates by such Governmental Authority. Such cooperation shall include permitting representatives of Purchaser and Governmental Authorities to visit any Sears offices and offices of any of its Affiliates that Sears engages in any capacity in connection with this Agreement. In connection with any such examination, audit or inquiry, Purchaser shall (1) provide as much advance notice to Sears of the examination, audit or inquiry as is reasonably practicable under the circumstances, (2) use commercially reasonable efforts to minimize disruptions to the operations and business of Sears and its Affiliates, and (3) reimburse Sears and its Affiliates for any reasonable and documented out-of-pocket expenses incurred in connection with cooperating with the examination, audit or inquiry. Sears shall, and shall cause its Affiliates to, promptly comply with any guidance, recommendations or requirements of a Governmental Authority arising from any examination, audit or inquiry. Further, if Purchaser reasonably determines that changes to policies or procedures utilized by Sears or its Affiliates in connection with this Agreement are needed based on the results of any such examination, audit or inquiry, Sears shall, and shall cause its Affiliates to, promptly implement any changes requested by Purchaser. ▇. ▇▇▇▇▇ shall ensure that all agreements with its Affiliates require such Affiliates to cooperate with Purchaser and Governmental Authorities with respect to all matters set forth in Section 12(d); provided, that with respect to any such agreements with non-controlled Affiliates and third-party service providers entered into prior to the Amendment No. 8 Effective Date, Sears shall use commercially reasonable efforts to cause such Affiliates and third-party service providers to cooperate in a manner consistent with the intent and purpose of this Section 12.
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Sales Practices. a. 4.10.1 Except for such other prior course of dealing as the parties may have mutually determined to establish (which the parties will cooperate to appropriately document following the Amendment No. 8 Effective Date):
i. (a) Purchaser shall promptly refer to Sears any Cardholder complaint regarding the quality of Merchandise or otherwise related to Sears;
ii. (b) Sears shall promptly refer to Purchaser any Cardholder complaint regarding a Former NR/TY Card account or otherwise related to Purchaser;
iii. (c) Each party shall track complaints received by it from or on behalf of Cardholders Former NR/TY Card cardholders or from any Governmental Authority in a manner that enables it to determine if it receives an inordinate amount of complaints regarding a particular matter so that such party (Ai) can determine if there is an issue related to this New Merchant Agreement and (Bii) use commercially reasonable efforts to promptly correct problems; and
iv. (d) Sears will submit sufficient, timely, and usable information regarding its complaint tracking to enable Purchaser to analyze complaint activity and trends for risk management purposes.
▇. ▇▇▇▇▇ represents and warrants to Purchaser that as of the Amendment No. 8 Effective Date, neither Sears nor its Affiliates, nor any merchant whose goods/services are sold on Sears Marketplace (a “Marketplace Vendor”) sells 4.10.2 [***]
4.10.3 Sears shall train [***] its employees and the employees of its Affiliates having any involvement with the Program so as to be able to properly fulfill Sears’s and the Affiliates’ responsibilities under this New Merchant Agreement, including compliance with applicable Law, the Rules and any other written instructions provided by Purchaser under this New Merchant Agreement. Purchaser shall have the right to review all of Sears’s training materials and sessions, and Sears shall implement any reasonable recommendations made by Purchaser with respect to such materials and sessions. Sears shall conduct its training [***] to ensure that all such employees are properly trained in all relevant aspects of this New Merchant Agreement. Sears shall also conduct additional training as requested by Purchaser if Purchaser reasonably determines that employees of Sears or its Affiliates are not complying with applicable Law, the Rules, or other written instructions of Purchaser relating to this New Merchant Agreement. Sears shall track and maintain evidence of all such trainings and provide evidence of such trainings to Purchaser as reasonably requested by Purchaser.
c. 4.10.4 Notwithstanding anything to the contrary herein, Purchaser, after consultation with Sears, may take any actions and make any changes to this New Merchant Agreement required to comply with Purchaser’s implementation of its policies and procedures relating to anti-money laundering, sanctions, customer identification and anti-bribery and corruption and Sears agrees to provide reasonable cooperation in connection therewith.
▇. ▇▇▇▇▇ 4.10.5 Sears acknowledges that Purchaser and its Affiliates are subject to regulatory oversight by Governmental Authorities and that such Governmental Authorities have the authority to examine, audit and inspect the activities of Sears and its Affiliates conducted pursuant to this New Merchant Agreement. Sears shall and shall cause its Affiliates to, promptly cooperate with all Governmental Authorities having jurisdiction over Purchaser or its Affiliates in connection with any examination, audit or inquiry relating to the Program or this New Merchant Agreement, and shall promptly cooperate with Purchaser in connection with any examination or audit of, or inquiry to, Purchaser or its Affiliates by such Governmental Authority. Such cooperation shall include permitting representatives of Purchaser and Governmental Authorities to visit any Sears offices and offices of any of its Affiliates that Sears engages in any capacity in connection with this New Merchant Agreement. In connection with any such examination, audit or inquiry, Purchaser shall (1A) provide as much advance notice to Sears of the examination, audit or inquiry as is reasonably practicable under the circumstances, (2B) use commercially reasonable efforts to minimize disruptions to the operations and business of Sears and its Affiliates, and (3C) reimburse Sears and its Affiliates for any reasonable and documented out-of-pocket expenses incurred in connection with cooperating with the examination, audit or inquiry. Sears shall, and shall cause its Affiliates to, promptly comply with any guidance, recommendations or requirements of a Governmental Authority arising from any examination, audit or inquiry. Further, if Purchaser reasonably determines that changes to policies or procedures utilized by Sears or its Affiliates in connection with this New Merchant Agreement are needed based on the results of any such examination, audit or inquiry, Sears shall, and shall cause its Affiliates to, promptly implement any changes requested by Purchaser.
▇. ▇▇▇▇▇ 4.10.6 Sears shall ensure that all agreements with its Affiliates require such Affiliates to cooperate with Purchaser and Governmental Authorities with respect to all matters set forth in Section 12(d)Sections 4.10.5; provided, that with respect to any such agreements with non-controlled Affiliates and third-party service providers entered into prior to the Amendment No. 8 Effective Date, Sears shall use commercially reasonable efforts to cause such Affiliates and third-party service providers to cooperate in a manner consistent with the intent and purpose of this Section 124.10.
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