Underwriting agreement ofac representations

Neither the filing of the Registration Statement nor the offering or sale of the Warrants as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any Warrants or Warrant Shares.

The membership interests of Carvana Group, LLC outstanding prior to the consummation of this offering have been duly authorized and are validly issued, fully paid and non-assessable. For the past five years, the Carvana Parties and their respective subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country. Each Issuer Free Writing Prospectus if any , as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus that has not been superseded or modified. The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. A current trend by banks, insurers, and acquisition-minded corporations is to insert rigorous Office of Foreign Assets Control OFAC sanctions compliance provisions into credit agreements, insurance policies, and acquisition agreements. No labor dispute with the employees of the Carvana Parties or any subsidiary of the Carvana Parties exists or, to the knowledge of the Carvana Parties, is imminent, and the Carvana Parties are not aware of any existing or imminent labor disturbance by the employees of any of the principal suppliers, manufacturers, customers or contractors of the Carvana Parties or any of their respective subsidiaries which might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. These efforts fall flat, however, and do not eliminate underlying OFAC risk for those seeking this goal. A meeting will be held at the Closing Location at [] p. Simply visit the underwriting agreement database and take the following steps: If desired, narrow the sample set of agreements using the facets on the left-hand side. Such registration statement became effective upon filing with the Commission under Rule e under the Act, and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. Contacts If you have any questions or would like more information on the issues discussed in this LawFlash, please contact any of the following Morgan Lewis lawyers: Washington, D. The Company has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Securities; provided, however, the Company makes no such representation or warranty with respect to actions of any Underwriters or any affiliates or agents of any Underwriters. AML reps also sometimes qualify the issuer's compliance by referring only to "material compliance" or "compliance in all material respects.

Neither of the Carvana Parties nor any of their respective subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except solely in the case of Company Documents other than Subject Instruments for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.

The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. At most, OFAC sanction compliance language provides contracting parties with a contractual remedy from contract counterparties for monetary damages associated with OFAC sanctions violations. This trend is no doubt driven in part by the recent surge in huge settlements obtained by U. The Company has provided the Representatives with true, complete and correct copies of any written comments received from the Commission by the Company or its legal counsel or accountants, and of any transcripts made by the Company, its legal counsel or accountants of any oral comments received from the Commission, with respect to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus, any document filed by the Company under the Act or any amendments or supplements to any of the foregoing and of all written responses thereto, and no such comments remain unresolved. No labor dispute with the employees of the Carvana Parties or any subsidiary of the Carvana Parties exists or, to the knowledge of the Carvana Parties, is imminent, and the Carvana Parties are not aware of any existing or imminent labor disturbance by the employees of any of the principal suppliers, manufacturers, customers or contractors of the Carvana Parties or any of their respective subsidiaries which might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The supporting schedules, if any, included in the Registration Statement present fairly, in all material respects and in accordance with GAAP, the information required to be stated therein. Additional Considerations Although the above types of sample OFAC sanctions compliance provisions are currently quite commonplace, the contract parties that insert this type of language into their agreements should note that although such provisions may impose restraints on a contract counterparty, they do not absolutely immunize the contract parties from all OFAC liability in cases where the contract counterparty violates the relevant OFAC sanctions compliance language. Other than as described in the General Disclosure Package and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding. Based on the specific facts and circumstances of a particular transaction, OFAC can seek to impose strict liability on a contracting party for certain violations committed by the contract counterparty, despite language in the agreement in which the contract counterparty covenanted that it would comply with all OFAC prohibitions. The Registration Statement contains, and the Prospectus and any amendments or supplements thereto will contain, all statements required to be stated therein by, and will conform in all material respects to, the requirements of the Act and the Rules and Regulations as defined below. Nonetheless, issuer's counsel often have good reasons to request changes to these reps to tailor them to the specific circumstances of the issuer. Each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership or lease of properties or the conduct of its business requires such qualification, other than where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. The Carvana Parties and their respective subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. The Company and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws. These efforts fall flat, however, and do not eliminate underlying OFAC risk for those seeking this goal.

For the past five years, the Carvana Parties and their respective subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country.

Neither the Carvana Parties nor any of their respective subsidiaries are aware of any facts or circumstances which would reasonably be expected to render any Intellectual Property invalid.

underwriting agreement ofac representations

No labor dispute with the employees of the Carvana Parties or any subsidiary of the Carvana Parties exists or, to the knowledge of the Carvana Parties, is imminent, and the Carvana Parties are not aware of any existing or imminent labor disturbance by the employees of any of the principal suppliers, manufacturers, customers or contractors of the Carvana Parties or any of their respective subsidiaries which might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

Key Negotiation Issues Some of the most commonly negotiated issues are: Scope of the subject parties. The time and date of such delivery and payment shall be, with respect to the Firm Shares, a.

The Warrant Shares will conform in all material respects to the description thereof set forth in the Registration Statement, the General Disclosure Package and the Prospectus. While rarely successful, issuers sometimes request a carve-out for any non-compliance that would not result in a material adverse effect MAE for the issuer. Neither the Carvana Parties nor any of their respective subsidiaries, directors or officers, nor, to the knowledge of the Carvana Parties, any agent, manager, employee or affiliate or other person acting on behalf of the Carvana Parties or any of their respective subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U. However, issuer's counsel may be able to negotiate the subject parties down to a narrower universe of parties for one or both of these reps. Each of the Company and Carvana Group, LLC has been duly organized and is validly existing as a corporation and a limited liability company, respectively, in good standing under the laws of the State of Delaware and has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and each of the Company and Carvana Group, LLC is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws. The Registration Statement contains, and the Prospectus and any amendments or supplements thereto will contain, all statements required to be stated therein by, and will conform in all material respects to, the requirements of the Act and the Rules and Regulations as defined below. Many contracting parties would like to believe that the mere inclusion of OFAC compliance language in one or more contractual provisions enables a contracting party to insulate itself from OFAC liability and pass off responsibility for OFAC sanctions compliance to the contract counterparty. The accountants who certified the financial statements and any supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants with respect to the Company as required by the Act, the Act Regulations and the PCAOB. Additional Considerations Although the above types of sample OFAC sanctions compliance provisions are currently quite commonplace, the contract parties that insert this type of language into their agreements should note that although such provisions may impose restraints on a contract counterparty, they do not absolutely immunize the contract parties from all OFAC liability in cases where the contract counterparty violates the relevant OFAC sanctions compliance language. Each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership or lease of properties or the conduct of its business requires such qualification, other than where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule b under the Act and prior to the termination of the offering of the Warrants by the Underwriters. The default language in most investment bank form underwriting agreements for the FCPA and OFAC reps certifies compliance by the issuer, its subsidiaries and their respective directors, officers, employees and agents. The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications.

Each Selling Stockholder, severally and not jointly, represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Date and as of each Option Closing Date if anyand agrees with each Underwriter, as follows: 1 Accurate Disclosure.

Nonetheless, issuer's counsel often have good reasons to request changes to these reps to tailor them to the specific circumstances of the issuer.

ofac representations and warranties

Contacts If you have any questions or would like more information on the issues discussed in this LawFlash, please contact any of the following Morgan Lewis lawyers: Washington, D. Provisions Intended to Identify the OFAC Sanctions Status of the Contract Counterparty None of the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower, any director, officer, or employee of the Borrower or any of its Subsidiaries is a Person who is the target of any Sanctions Law, or is located, organized, or resident in a country or territory that is, or whose government currently is, the target of countrywide sanctions imposed by any U.

When negotiating an underwriting agreement, issuer's and underwriters' counsel often review recent precedents to gauge market practice and support their negotiating positions.

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Underwriting Agreement