Underwriting agreement ofac representation

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. 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.

A meeting will be held at the Closing Location at [] p.

ofac compliance checklist

OFAC and other U. 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.

underwriting agreement ofac representation

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.

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.

Provisions Intended to Obtain Assurance That No OFAC Investigations Are in Process 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 currently the subject of any Sanctions investigation, or is directly or indirectly owned or controlled by any Person who is currently the subject of a Sanctions investigation.

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.

Severe civil and criminal penalties and significant reputational damage that may result from violations, including for the underwriters. The summary and selected consolidated financial and statistical data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and such data have been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company.

Any statistical, demographic, market-related and similar data included in the Registration Statement, the General Disclosure Package or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate and accurately reflect in all material respects the materials upon which such data is based or from which it was derived, and the Company has delivered true, complete and correct copies of such materials to the Representatives. 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. OFAC sanctions compliance provisions vary in purpose and scope, as evidenced by sample clauses below, each of which is presented for illustrative purposes only. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus. 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 any , and agrees with each Underwriter, as follows: 1 Accurate Disclosure. 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. Severe civil and criminal penalties and significant reputational damage that may result from violations, including for the underwriters. 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. These efforts fall flat, however, and do not eliminate underlying OFAC risk for those seeking this goal. 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 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. Provisions Intended to Obtain Assurance That No OFAC Investigations Are in Process 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 currently the subject of any Sanctions investigation, or is directly or indirectly owned or controlled by any Person who is currently the subject of a Sanctions investigation. 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. This trend is no doubt driven in part by the recent surge in huge settlements obtained by U.

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 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.

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OFAC Sanctions Compliance Provisions in Agreements