Common use of No Conflicts with Sanction Laws Clause in Contracts

No Conflicts with Sanction Laws. 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.S. Government, (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSC, the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor are the Carvana Parties or any of their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. 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.

No Conflicts with Sanction Laws. Neither the Carvana Parties Company nor any of their respective its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Carvana PartiesCompany, any agent, manager, employee or affiliate or other person or entity associated with or acting on behalf of the Carvana Parties Company or any of their respective its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Governmentgovernment, (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSC, the European Union, Her Majesty’s Treasury (“HMT”), ) or other relevant sanctions authority (collectively, “Sanctions”), nor are is the Carvana Parties Company or any of their respective its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Burma (Myanmar), Crimea, Cuba, Iran, North Korea, Sudan and Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties Company will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (iA) to fund or facilitate any activities of or business with any person or entity that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (iiB) to fund or facilitate any activities of or any business in any Sanctioned Country or (iiiC) in any other manner that will could result in a violation by any person or entity (including any person or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five years, the Carvana Parties Company and their respective its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person or entity 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.

No Conflicts with Sanction Laws. Neither the Carvana Parties Company nor any of their respective its subsidiaries nor any director, officer of the Company or its subsidiaries, directors or officers, nor, to the knowledge of the Carvana PartiesCompany, any agentemployee, manager, employee agent or affiliate or other person acting on behalf of the Carvana Parties Company or its subsidiaries, in each case acting on behalf of the Company or any of their respective subsidiaries its subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, OFAC the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSCUnited Nations Security Council, the European Union, Her His Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are is the Carvana Parties Company, or any of their respective its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties Company will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five years, the Carvana Parties Company and their respective its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, and will not engage in, in any prohibited 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.

No Conflicts with Sanction Laws. 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.S. Government, (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSC, the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor are the Carvana Parties or any of their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. 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.

No Conflicts with Sanction Laws. Neither the Carvana Parties Company nor any of their respective its subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Carvana PartiesCompany, any agent, manager, employee or affiliate or other person or entity associated with or acting on behalf of the Carvana Parties Company or any of their respective its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Governmentgovernment, (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSC, the European Union, Her His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor are is the Carvana Parties Company or any of their respective its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties Company will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (iA) to fund or facilitate any activities of or business with any person or entity that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (iiB) to fund or facilitate any activities of or any business in any Sanctioned Country or (iiiC) in any other manner that will could result in a violation by any person or entity (including any person or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For Since the past five yearsCompany’s inception, the Carvana Parties Company and their respective its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person or entity 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.

No Conflicts with Sanction Laws. Neither the Carvana Parties Company nor any of their respective its subsidiaries, directors or officers, nor, to the knowledge of the Carvana PartiesCompany, any director, officer or employee of the Company or any of its subsidiaries, any agent, manager, employee or affiliate or other person acting on behalf of the Carvana Parties Company or any of their respective its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, OFAC the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSCUnited Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are is the Carvana Parties or Company, any of their respective its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, South Sudan and Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties Company will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will could result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five years, the Carvana Parties Company and their respective its 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.

No Conflicts with Sanction Laws. Neither the Carvana Parties Company nor any of their respective its subsidiaries, directors or officers, nor, to the knowledge of the Carvana PartiesCompany, any agent, manager, employee or affiliate or other person associated with or acting on behalf of the Carvana Parties Company or any of their respective its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, OFAC the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSCUnited Nations Security Council, the European Union, Her MajestyHM’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are is the Carvana Parties or Company, any of their respective its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (at the time of this Agreement, includingthe Crimea, without limitationKherson and Zaporizhzhia regions of Ukraine, so-called Donetsk People’s Republic, so-called Luhansk People’s Republic of Ukraine, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties Company will not directly or indirectly use any of the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by any person (including any person participating in the transaction, transaction (whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five years, the Carvana Parties Company and their respective its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not directly or knowingly, after due care and inquiry, indirectly 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.

No Conflicts with Sanction Laws. 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.S. Government, (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSC, the European Union, Her His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor are the Carvana Parties or any of their respective subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, the so- called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five (5) 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.

No Conflicts with Sanction Laws. Neither of the Carvana Parties Transaction Entities nor any of their respective subsidiaries, directors directors, officers or officersemployees, nor, to the knowledge of the Carvana PartiesTransaction Entities, any agent, manager, employee or affiliate or other person associated with or acting on behalf of the Carvana Parties Transaction Entities or any of their respective subsidiaries is, or is owned or controlled by one or more persons that are, currently the subject or the target of any sanctions administered or enforced by the U.S. Government, Government (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSCUnited Nations Security Council, the European Union, Her His Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are the Carvana Parties or any of their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and Crimea the so-called Luhansk People’s Republic regions of Ukraine, and the non-government controlled areas of Kherson and Zaporizhzhia regions of Ukraine (each, a “Sanctioned Country”); and the Carvana Parties Transaction Entities will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will could result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five ten years, the Carvana Parties Transaction Entities 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.

No Conflicts with Sanction Laws. Neither None of the Carvana Parties nor Company or any of their respective its subsidiaries, the Company’s directors or executive officers, nor, to the knowledge of the Carvana PartiesCompany, any agent, manager, employee or affiliate or other person acting on behalf of the Carvana Parties Company or any of their respective its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, OFAC the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority, including, without limitation, the designation as a “specially designated national” or “blocked person”)on OFAC’s Specially Designated Nationals and Blocked Persons List, the UNSC, the European Union, Her MajestySectoral Sanctions Identifications List or OFAC’s Treasury (“HMT”), or other relevant sanctions authority Foreign Sanctions Evaders List (collectively, “Sanctions”), nor are is the Carvana Parties or Company, any of their respective its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties Company will not directly or indirectly use any of the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. The operations of the Company and its subsidiaries and, to the knowledge of the Company, its affiliates, have been conducted at all times in compliance with the Sanctions. The Company and its subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure continued compliance with any Sanctions. For the past five years, the Carvana Parties Company and their respective its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person that at the time of the dealing or transaction is is, will be or was the subject or the target of any Sanctions or with any Sanctioned Country.

No Conflicts with Sanction Laws. 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.S. Government, (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSC, the European Union, Her His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor are the Carvana Parties or any of their respective subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five (5) 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.

No Conflicts with Sanction Laws. 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.S. Government, (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSC, the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor are the Carvana Parties or any of their respective subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”); and the Carvana Parties will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. 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.

No Conflicts with Sanction Laws. Neither the Carvana Parties Company nor any of its subsidiaries nor any of their respective subsidiariesofficers, directors or officers, noror, to the knowledge of the Carvana PartiesCompany, any agentemployee, manager, employee agent or affiliate or other person associated with or acting on behalf of the Carvana Parties Company or any of their respective its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, OFAC the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSCUnited Nations Security Council, the European Union, Her MajestyHM’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are is the Carvana Parties or Company, any of their respective its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (at the time of this Agreement, includingthe Crimea, without limitationso-called Donetsk People’s Republic, Kherson, so-called Luhansk People’s Republic, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”)); and the Carvana Parties Company will not directly or indirectly use any of the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five yearsSince April 24, 2019, the Carvana Parties Company and their respective its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not directly or knowingly, after due care and inquiry, indirectly 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.

No Conflicts with Sanction Laws. Neither the Carvana Parties Company nor any of its subsidiaries nor any of their respective subsidiaries, directors or officers, nordirectors, or, to the knowledge of the Carvana PartiesCompany, any agentemployee, manager, employee agent or affiliate or other person associated with or acting on behalf of the Carvana Parties Company or any of their respective its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, OFAC the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSCUnited Nations Security Council, the European Union, Her MajestyHM’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are is the Carvana Parties or Company, any of their respective its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (at the time of this Agreement, includingthe Crimea, without limitationso-called Donetsk People’s Republic, Kherson, so-called Luhansk People’s Republic, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”)); and the Carvana Parties Company will not directly or indirectly use any of the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five yearsSince April 24, 2019, the Carvana Parties Company and their respective its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not directly or knowingly, after due care and inquiry, indirectly 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.