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This excerpt taken from the WEN 8-K filed Dec 21, 2007. Other Terms and Conditions Deerfield and Triarc (as the sellers’ representative), on the one hand, and DFR and Merger Sub, on the other hand, have made customary representations, warranties, covenants and agreements to each other in the Merger Agreement. Subject to certain limitations (including caps and baskets) and qualifications, the Merger Agreement contains certain indemnification provisions by Triarc for the benefit of DFR and by DFR for the benefit of the pre-closing members of Deerfield. To the extent Triarc incurs an
indemnity obligation, it may pay such obligation using any of the Notes or the DFR Preferred Stock that it received in connection with the Merger (or any of the DFR Common Stock issued upon conversion of the DFR Preferred Stock) subject to certain limitations. Triarc (as the sellers’ representative) will take any actions on behalf of the pre-closing members of Deerfield, including bringing any indemnification claims against DFR. With certain exceptions (including certain covenants agreed to be performed by Triarc following the closing, such as non-compete and non-solicitation covenants), Triarc’s indemnification obligations will terminate one year after the closing of the Merger. In accordance with the terms of the Merger Agreement, DFR has discontinued the use of “Triarc” in its name and is now known as Deerfield Capital Corp.
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