Common use of Proxy Statement; Other Information Clause in Contracts

Proxy Statement; Other Information. None of the information provided by Triarc or its Subsidiaries to be included in (i) the Form S-4 or the other Transaction SEC Filings will, at the time the Form S-4 or other Transaction SEC Filings is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto or at the time of the Wendy’s Meeting or the Triarc Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Transaction SEC Filings, as to information supplied by Triarc, will comply as to form in all material respects with the Securities Act and the Exchange Act, as the case may be. Notwithstanding the foregoing, neither Triarc, nor Merger Sub makes any representation or warranty with respect to any information supplied by Wendy’s or any of its Representatives that is contained or incorporated by reference in the Transaction SEC Filings.

Proxy Statement; Other Information. None of the information provided by Triarc supplied or its Subsidiaries to be included supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 or the other Transaction SEC Filings will, at the time the Form S-4 or other Transaction SEC Filings is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or and (ii) the Proxy Statement and any other document filed with the SEC by the Company in connection with the Merger will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto to the stockholders of the Company or at the time of the Wendy’s Company Meeting or at the Triarc Meetingtime of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Transaction SEC Filings, as ; provided that no representation is made by Parent or Merger Sub with respect to information supplied by Triarcor related to or the sufficiency of disclosures related to, the Company or any Affiliate of the Company unless it relates to the Financing or to the Parent’s or any of its Affiliates’ plans for the Company after the Effective Time. The SEC Filings made by Parent will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the Exchange Act, as rules and regulations of the case may be. Notwithstanding the foregoing, neither Triarc, nor Merger Sub makes any representation or warranty with respect to any information supplied by Wendy’s or any of its Representatives that is contained or incorporated by reference in the Transaction SEC Filingsthereunder.

Proxy Statement; Other Information. None of the information provided by Triarc Leucadia or its Subsidiaries to be included in (ia) the Form S-4 S–4 or the other Transaction SEC Filings will, at the time the Form S-4 S–4 or other Transaction SEC Filings is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iib) the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto or at the time of the Wendy’s Jefferies Meeting or the Triarc Leucadia Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Transaction SEC Filings, as to information supplied by TriarcLeucadia and its Subsidiaries, will comply as to form and substance in all material respects with the Securities Act and or the Exchange Act, as the case may be. Notwithstanding the foregoing, neither Triarc, Leucadia nor Merger Sub Two makes any representation or warranty with respect to any information supplied by Wendy’s Jefferies, New Jefferies or Merger Sub One or any of its their respective Representatives that is contained or incorporated by reference in the Transaction SEC Filings.

Proxy Statement; Other Information. None of the information provided by Triarc or its Subsidiaries to be included contained in (i) the Form S-4 or the other Transaction SEC Filings will, at the time the Form S-4 or other Transaction SEC Filings is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) the Proxy Statement will, will at the time of the mailing of the Proxy Statement or any amendments or supplements thereto or to the Unitholders of Holdings, at the time of the Wendy’s Partnership Meeting (as defined herein) (as such Proxy Statement shall have been amended or supplemented prior to the Triarc date of the Partnership Meeting), and at the time of any amendments thereof or supplements thereto, and none of the information supplied or to be supplied by Holdings for inclusion or incorporation by reference in the Schedule 13E-3 (as defined herein) to be filed with the SEC concurrently with the filing of the Proxy Statement, will, at the time of its filing with the SEC, and at the time of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Transaction SEC Filings, as ; provided that no representation is made by Holdings with respect to information supplied by Triarca Parent Party, its controlling Affiliates, Continental Gas, the Trusts or a Xxxxxx Party for inclusion therein. The Proxy Statement will comply as to form in all material respects with the Securities Act and the Exchange Act, as the case may be. Notwithstanding the foregoing, neither Triarc, nor Merger Sub makes any except that no representation or warranty is made by Holdings with respect to any information supplied by Wendy’s a Parent Party, its controlling Affiliates, Continental Gas, the Trusts or any of its Representatives that is contained or incorporated by reference in the Transaction SEC Filings.a Xxxxxx Party for inclusion

Proxy Statement; Other Information. None of Neither the Schedule 14D-9 nor any information provided supplied by Triarc or its Subsidiaries to be included Company for inclusion in (i) the Form S-4 or the other Transaction SEC Filings willOffer Documents shall, at the time respective times the Form S-4 Schedule 14D-9, the Offer Documents or other Transaction SEC Filings is any amendments or supplements thereto are filed with the SECSEC or are first published, and at any time it is amended sent or supplemented or at given to stockholders of Company, as the time it becomes effective under the Securities Actcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading misleading. Neither the proxy statement to be sent to the stockholders of Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (ii) such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement will(or any amendment or supplement thereto) is first mailed to stockholders of Company, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto or Stockholders' Meeting and at the time of the Wendy’s Meeting Effective Time, be false or the Triarc Meetingmisleading with respect to any material fact, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. The Transaction SEC Filings, as to information supplied by Triarc, will Schedule 14D-9 and the Proxy Statement shall comply as to form in all material respects as to form with the Securities requirements of the Exchange Act and the Exchange Act, as the case may be. Notwithstanding the foregoing, neither Triarc, nor Merger Sub makes any representation or warranty with respect to any information supplied by Wendy’s or any of its Representatives that is contained or incorporated by reference in the Transaction SEC Filingsrules and regulations thereunder.