Common use of Anti-Corruption and Anti-Bribery Clause in Contracts

Anti-Corruption and Anti-Bribery. SHAS acknowledges that The Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§78dd-1, et. seq. (the “FCPA”) applies to SHAS’s business relationship with Sears and that national or regional anti-corruption or anti-bribery laws may apply to either SHAS or SHAS’s business relationship with Sears (together with the FCPA, the “Anti-Corruption Laws”). SHAS represents and warrants that (i) SHAS and its Personnel do and shall comply with all applicable Anti-Corruption Laws; (ii) SHAS has not conducted, and shall not conduct, business with any individual or entity listed by the U.S. Government on any U.S. Government watch lists, including the U.S. Office of Foreign Assets Control security watch lists.; and (iii) all Personnel shall receive periodic training on compliance with the Anti-Corruption Laws. No later than January 1st of each year and as otherwise requested by Company, SHAS shall certify in a form satisfactory to Sears that this Section 2.4a remains true, accurate and correct. SHAS shall fully cooperate with Sears in any ethics and compliance investigation, including any investigations related to the Anti-Corruption Laws, and with any governmental inquiry or investigation related to the Anti-Corruption Laws, and unless prohibited from doing so, will promptly notify Sears of any such investigation. “Personnel” means the officers, directors, employees, agents, suppliers, licensors, licensees, contractors, subcontractors, and other representatives, from time to time, of (i) the applicable entity, (ii) as to Sears, its Affiliates, and (iii) as to SHAS, its Affiliates.

Anti-Corruption and Anti-Bribery. SHAS XXXX acknowledges that The Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§78dd-1, et. seq. (the “FCPA”) applies to SHAS’s XXXX’x business relationship with Sears and that national or regional anti-corruption or anti-bribery laws may apply to either SHAS XXXX or SHAS’s XXXX’x business relationship with Sears (together with the FCPA, the “Anti-Corruption Laws”). SHAS XXXX represents and warrants that (i) SHAS XXXX and its Personnel do and shall comply with all applicable Anti-Corruption Laws; (ii) SHAS XXXX has not conducted, and shall not conduct, business with any individual or entity listed by the U.S. Government on any U.S. Government watch lists, including the U.S. Office of Foreign Assets Control security watch lists.; and (iii) all Personnel shall receive periodic training on compliance with the Anti-Corruption Laws. No later than January 1st of each year and as otherwise requested by Company, SHAS XXXX shall certify in a form satisfactory to Sears that this Section 2.4a remains true, accurate and correct. SHAS XXXX shall fully cooperate with Sears in any ethics and compliance investigation, including any investigations related to the Anti-Corruption Laws, and with any governmental inquiry or investigation related to the Anti-Corruption Laws, and unless prohibited from doing so, will promptly notify Sears of any such investigation. “Personnel” means the officers, directors, employees, agents, suppliers, licensors, licensees, contractors, subcontractors, and other representatives, from time to time, of (i) the applicable entity, (ii) as to Sears, its Affiliates, and (iii) as to SHASXXXX, its Affiliates.

Anti-Corruption and Anti-Bribery. SHAS Outlet Stores acknowledges that The Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§78dd-1, et. seq. (the “FCPA”) applies to SHAS’s Outlet Stores’ business relationship with Sears and that national or regional anti-corruption or anti-bribery laws may apply to either SHAS Outlet Stores or SHAS’s Outlet Stores’ business relationship with Sears (together with the FCPA, the “Anti-Corruption Laws”). SHAS Outlet Stores represents and warrants that (i) SHAS Outlet Stores and its Personnel do and shall comply with all applicable Anti-Corruption Laws; (ii) SHAS Outlet Stores has not conducted, and shall not conduct, conducted business with any individual or entity listed by the U.S. Government on any U.S. Government watch lists, including the U.S. Office of Foreign Assets Control security watch lists.; and (iii) all Personnel shall receive periodic training on compliance with the Anti-Corruption Laws. No later than January 1st of each year and as otherwise requested by Company, SHAS Outlet Stores shall certify in a form satisfactory to Sears that this Section 2.4a remains true, accurate and correct. SHAS Outlet Stores shall fully cooperate with Sears in any ethics and compliance investigation, including any investigations related to the Anti-Corruption Laws, and with any governmental inquiry or investigation related to the Anti-Corruption Laws, and unless prohibited from doing so, will promptly notify Sears of any such investigation. “Personnel” means the officers, directors, employees, agents, suppliers, licensors, licensees, contractors, subcontractors, and other representatives, from time to time, of (i) the applicable entity, (ii) as to Sears, its Affiliates, and (iii) as to SHASOutlet Stores, its Affiliates.

Anti-Corruption and Anti-Bribery. SHAS acknowledges that The Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§78dd-1, et. seq. (the “FCPA”) applies to SHAS’s business relationship with Sears and that national or regional anti-corruption or anti-bribery laws may apply to either SHAS or SHAS’s business relationship with Sears (together with the FCPA, the “Anti-Corruption Laws”). SHAS represents and warrants that (i) SHAS and its Personnel do and shall comply with all applicable Anti-Corruption Laws; (ii) SHAS has not conducted, and shall not conduct, conducted business with any individual or entity listed by the U.S. Government on any U.S. Government watch lists, including the U.S. Office of Foreign Assets Control security watch lists.; and (iii) all Personnel shall receive periodic training on compliance with the Anti-Corruption Laws. No later than January 1st of each year and as otherwise requested by Company, SHAS shall certify in a form satisfactory to Sears that this Section 2.4a remains true, accurate and correct. SHAS shall fully cooperate with Sears in any ethics and compliance investigation, including any investigations related to the Anti-Corruption Laws, and with any governmental inquiry or investigation related to the Anti-Corruption Laws, and unless prohibited from doing so, will promptly notify Sears of any such investigation. “Personnel” means the officers, directors, employees, agents, suppliers, licensors, licensees, contractors, subcontractors, and other representatives, from time to time, of (i) the applicable entity, (ii) as to Sears, its Affiliates, and (iii) as to SHAS, its Affiliates.

Anti-Corruption and Anti-Bribery. SHAS XXXX acknowledges that The Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§78dd-1, et. seq. (the “FCPA”) applies to SHAS’s XXXX’x business relationship with Sears and that national or regional anti-corruption or anti-bribery laws may apply to either SHAS XXXX or SHAS’s XXXX’x business relationship with Sears (together with the FCPA, the “Anti-Corruption Laws”). SHAS XXXX represents and warrants that (i) SHAS XXXX and its Personnel do and shall comply with all applicable Anti-Corruption Laws; (ii) SHAS XXXX has not conducted, and shall not conduct, conducted business with any individual or entity listed by the U.S. Government on any U.S. Government watch lists, including the U.S. Office of Foreign Assets Control security watch lists.; and (iii) all Personnel shall receive periodic training on compliance with the Anti-Corruption Laws. No later than January 1st of each year and as otherwise requested by Company, SHAS XXXX shall certify in a form satisfactory to Sears that this Section 2.4a remains true, accurate and correct. SHAS XXXX shall fully cooperate with Sears in any ethics and compliance investigation, including any investigations related to the Anti-Corruption Laws, and with any governmental inquiry or investigation related to the Anti-Corruption Laws, and unless prohibited from doing so, will promptly notify Sears of any such investigation. “Personnel” means the officers, directors, employees, agents, suppliers, licensors, licensees, contractors, subcontractors, and other representatives, from time to time, of (i) the applicable entity, (ii) as to Sears, its Affiliates, and (iii) as to SHASXXXX, its Affiliates.