Common use of SECURITIES FILINGS AND LITIGATION Clause in Contracts

SECURITIES FILINGS AND LITIGATION. (a) Parent has made available, or will make available during the Schedule Period, to Web true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 and 1998, as filed with the SEC, (ii) its proxy statement relating to the meeting of shareholders held on July 29, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC since February 18, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this section, are referred to collectively as the "PARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

SECURITIES FILINGS AND LITIGATION. (a) Parent Target has made available, or will make --------------------------------- available during the Schedule Period, to Web Acquiror true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31, 1996, 1997 and 1998, as filed with the Securities and Exchange Commission (the "SEC"), (ii) its the proxy statement statements relating to all of --- the meeting meetings of shareholders held on July 29(whether annual or special) of Target and the Target Subsidiaries since January 1, 19981996, as filed with the SEC, and (iii) all other reports, statements, schedules, registration statements and registration statements other filings or documents and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent Target with the SEC since February 18January 1, 19981996. The reports reports, statements, schedules, registration statements, and statements other filings and documents set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSTarget Securities Filings." ------------------------- Target and the Target Subsidiaries have filed with the SEC all Target Securities Filings required to be filed therewith on or prior to the date of this Agreement and, as of the Closing, Target and the Target Subsidiaries shall have filed with the SEC all Target Securities Filings required to be filed on or prior thereto. As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Target Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Target Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Target Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except for Target's proxy statement for its 1999 Annual Meeting of Shareholders which was not timely filed, each of the Parent Target Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Target Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. Except as set forth in Schedule 2.7 attached hereto, there is no action, cause of action, ------------ claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator, mediator or other Governmental Authority ("Litigation") ---------- pending or, to the knowledge of Target, threatened against Target, any Target Subsidiary or any Target Minority Entity, or any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan (as hereinafter defined) of Target, or otherwise relating, in a manner that could have a Target Material Adverse Effect, to Target, any Target Subsidiary, any Target Minority Entity or the securities of any of them, or any properties or rights of Target, any of the Target Subsidiaries or any Target Minority Entity or any Benefit Plan. No event has occurred as a consequence of which Target would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements, schedules, registration statements and other filings and documents and amendments thereto (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Target with the SEC after the date hereof shall be provided to Acquiror no later than the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent ACC has made available, or will make available during the Schedule Period, to Web TCG true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 1994, 1995 and 19981996, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29stockholders (whether annual or special) of ACC since January 1, 19981994, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent ACC with the SEC since February 18January 1, 19981994. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSACC Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent ACC Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent ACC Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent ACC Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent ACC Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent ACC Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.. Except as set forth on Schedule 2.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of ACC, threatened against ACC or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any ACC Employee Plan (as hereinafter defined) or otherwise relating to ACC or any of its subsidiaries or the securities of any of them, or any properties or rights of ACC or any of its subsidiaries or any ACC Employee Plan which is required to be described in any ACC Securities Filing that is not so described. Except as set forth on Schedule 2.7, no event has occurred as a consequence of which ACC would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by ACC with the SEC after the date hereof shall be provided to TCG on the date of such filing. 2.8

SECURITIES FILINGS AND LITIGATION. (a) Parent ADSX has made available, or will make available during the Schedule Period, to Web MAS true and complete copies of (i) its ADSX's Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 1998, 1999 and 19982000, as filed with the SEC, (ii) its ADSX's proxy statement statements relating to all of the meeting meetings of shareholders held on July 29stockholders (whether annual or special) of ADSX since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent ADSX with the SEC since February 18December 31, 1998. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSADSX Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent ADSX Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), to the extent they relate to or reflect the assets, liabilities or operations of DA or the Other Subsidiaries, contained or, as to Parent ADSX Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent ADSX Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent ADSX Securities Filings Filings, to the extent they relate to or reflect the assets, liabilities or operations of DA or the Other Subsidiaries, was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent ADSX Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

SECURITIES FILINGS AND LITIGATION. (a) Parent EDI has made available, or will make available during the Schedule Period, to Web true Bowmxx xxxe and complete copies of (i) its Annual Reports on Form 10-K, as amended, KSB for the years ended December 31September 30, 1997 1997, 1996 and 19981995, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29stockholders (whether annual or special) of EDI since January 1, 19981995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q QSB and Current Reports on Form 8-K, as amended) filed by Parent EDI with the SEC since February 18January 1, 19981995. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT EDI SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent EDI Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent EDI Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent EDI Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent EDI Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent EDI Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on SCHEDULE 2.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("LITIGATION") pending or, to the knowledge of EDI, threatened against EDI or any EDI Subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter defined, or otherwise relating to EDI or any EDI Subsidiary or the securities of any of them, or any properties or rights of EDI or any EDI Subsidiary or any EDI Benefit Plan which is required to be described in any EDI Securities Filing that is not so described. No event has occurred as a consequence of which EDI would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

SECURITIES FILINGS AND LITIGATION. (a) Parent MAS has made available, or will make available during the Schedule Period, to Web --------------------------------- ADSX true and complete copies of (i) its Annual Reports on Form 10-KK or Form 10-KSB, as amended, for the years ended December October 31, 1997 1998, 1999 and 19982000, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29stockholders (whether annual or special) of MAS since October 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q or Form 10-QSB and Current Reports on Form 8-K, as amended) filed by Parent MAS with the SEC since February 18October 31, 1998. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this section, are referred to collectively herein as the "PARENT SECURITIES FILINGSMAS Securities Filings." As of their respective dates, or as of the date of ---------------------- the last amendment thereof, if amended after filing, none of the Parent MAS Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent MAS Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent MAS Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent MAS Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent MAS Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

SECURITIES FILINGS AND LITIGATION. (a) Parent TCG has made available, or will make available during the Schedule Period, to Web ACC true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years year ended December 31, 1997 and 19981996, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on stockholders (whether annual or special) of TCG since July 292, 19981996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent TCG with the SEC since February 18July 2, 19981996. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively as the "PARENT SECURITIES FILINGS." TCG Securities Filings"). As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent TCG Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent TCG Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent TCG Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent TCG Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent TCG Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.. There is no Litigation pending or, to the knowledge of TCG, threatened against TCG or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any TCG Benefit Plan (as hereinafter defined) or otherwise relating to TCG or any of its subsidiaries or the securities of any of them, or any properties or rights of TCG or any of its subsidiaries or any TCG Benefit Plan which is required to be described in any TCG Securities Filing that is not so described. No event has occurred as a consequence of which TCG would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by TCG with the SEC after the date hereof shall be provided to ACC on the date of such filing. 3.7

SECURITIES FILINGS AND LITIGATION. (a) Parent has made available, or will make available during the Schedule Period, to Web Big Stuff true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 and 1998, as filed with the SEC, (ii) its proxy statement relating to the meeting of shareholders held on July 29, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC since February 18, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this section, are referred to collectively as the "PARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

SECURITIES FILINGS AND LITIGATION. (a) Parent has made available, or will make available during the Schedule Period, to Web Big Stuff, true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 and 1998, as filed with the SEC, (ii) its proxy statement relating to the meeting of shareholders held on July 29, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC since February 18, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this section, are referred to collectively as the "PARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

SECURITIES FILINGS AND LITIGATION. (a) Parent The Company has made available, or will make available during the Schedule Period, to Web Parent true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December August 31, 1997 1998, 1999 and 19982000, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29(whether annual or special) of the Company since April 1, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent the Company with the SEC since February 18April 1, 1998. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this section, are referred to collectively herein as the "PARENT SECURITIES FILINGSSecurities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan of the Company or any of its subsidiaries or otherwise relating to the Company or any of its subsidiaries or the securities of any of them, or any properties or rights of the Company or any of its subsidiaries or any Benefit Plan of the Company or any of its subsidiaries which is required to be described in any Securities Filing that is not so described. No event has occurred as a consequence of which the Company would be required to file a Current Report on Form 8-K pursuant to the requirements of the Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC after the date hereof shall be provided to Parent on the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent EDI has made available, or will make available during the Schedule Period, to Web true Bowmxx xxxe and complete copies of (i) its Annual Reports on Form 10-K, as amended, KSB for the years ended December 31September 30, 1997 1997, 1996 and 19981995, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29stockholders (whether annual or special) of EDI since January 1, 19981995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q QSB and Current Reports on Form 8-K, as amended) filed by Parent EDI with the SEC since February 18January 1, 19981995. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSEDI Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent EDI Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent EDI Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent EDI Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent EDI Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent EDI Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDI, threatened against EDI or any EDI Subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter defined, or otherwise relating to EDI or any EDI Subsidiary or the securities of any of them, or any properties or rights of EDI or any EDI Subsidiary or any EDI Benefit Plan which is required to be described in any EDI Securities Filing that is not so described. No event has occurred as a consequence of which EDI would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

SECURITIES FILINGS AND LITIGATION. (a) Parent Ralcorp has made available, or will make available during the Schedule Period, to Web Agribrands true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31September 30, 1997 1998 and 19981999, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29(whether annual or special) of Ralcorp since January 31, 19981997, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent Ralcorp with the SEC since February 18January 31, 19981997. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSRalcorp Securities Filings." As of their respective -------------------------- dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Ralcorp Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Ralcorp Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Ralcorp Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Ralcorp Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Ralcorp Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. There is no Litigation pending or, to the knowledge of Ralcorp, threatened against Ralcorp or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Ralcorp Benefit Plan, as hereinafter defined, or otherwise relating to Ralcorp or any of its subsidiaries or the securities of any of them, or any properties or rights of Ralcorp or any of its subsidiaries or any Ralcorp Benefit Plan which is required to be described in any Ralcorp Securities Filing that is not so described. No event has occurred as a consequence of which Ralcorp would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Ralcorp with the SEC after the date hereof shall be provided to Ralcorp on the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent Agribrands has made available, or will make available during the Schedule Period, to Web Ralcorp true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December August 31, 1997 1998 and 19981999, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29(whether annual or special) of Agribrands since April 1, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent Agribrands with the SEC since February 18April 1, 1998. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSAgribrands Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Agribrands Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Agribrands Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Agribrands Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Agribrands Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Agribrands Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of Agribrands, threatened against Agribrands or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Agribrands Benefit Plan, as hereinafter defined, or otherwise relating to Agribrands or any of its subsidiaries or the securities of any of them, or any properties or rights of Agribrands or any of its subsidiaries or any Agribrands Benefit Plan which is required to be described in any Agribrands Securities Filing that is not so described. No event has occurred as a consequence of which Agribrands would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Agribrands with the SEC after the date hereof shall be provided to Ralcorp on the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent MAS has made available, or will make available during the Schedule Period, to Web ADSX true and complete copies of (i) its Annual Reports on Form 10-KK or Form 10-KSB, as amended, for the years ended December October 31, 1997 1998, 1999 and 19982000, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29stockholders (whether annual or special) of MAS since October 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q or Form 10-QSB and Current Reports on Form 8-K, as amended) filed by Parent MAS with the SEC since February 18October 31, 1998. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this section, are referred to collectively herein as the "PARENT SECURITIES FILINGSMAS Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent MAS Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent MAS Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent MAS Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent MAS Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent MAS Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

SECURITIES FILINGS AND LITIGATION. (a) Parent has Bowmxx xxx made available, or will make available during the Schedule Period, to Web EDI true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31September 27, 1997 1997, September 28, 1996 and 1998September 30, 1995, or periods included therein, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29(whether annual or special) of Bowmxx xxxce January 1, 19981995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with Bowmxx xxxh the SEC since February 18January 1, 19981995. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively as the "PARENT SECURITIES BOWMXX XXXURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Securities Bowmxx Xxxurities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Securities Bowmxx Xxxurities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. Bowmxx xxx timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the Bowmxx Xxxurities Filings or on SCHEDULE 3.7, there is no Litigation pending or, to the knowledge of Bowmxx, xxreatened against Bowmxx xx any Bowmxx Xxxsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Bowmxx Xxxefit Plan, as hereinafter defined, or otherwise relating to Bowmxx xx any Bowmxx Xxxsidiary or the securities of any of them, or any properties or rights of Bowmxx xx any Bowmxx Xxxsidiary or any Bowmxx Xxxefit Plan which is required to be described in any Bowmxx Xxxurities Filing that is not so described. No event has occurred as a consequence of which Bowmxx xxxld be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

SECURITIES FILINGS AND LITIGATION. (a) Parent has made available, or will make --------------------------------- available during the Schedule Period, to Web Company true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 and 1998, as filed with the SEC, (ii) its proxy statement relating to the meeting of shareholders held on July 29, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC since February 18, 1998. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this section, are referred to collectively as the "PARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. Except as set forth in Schedule -------- 3.7, there is no Litigation pending or, to the knowledge of Parent, --- threatened against Parent or any Parent subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan of Parent, or otherwise relating, in a manner that could have a Parent Material Adverse Effect, to Parent, any Parent subsidiary or the securities of any of them, or any properties or rights of Parent or any of the Parent subsidiaries that could prevent or delay the consummation of the transactions contemplated by this Agreement. No event has occurred as a consequence of which Parent would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8- K, as amended) filed by Parent with the SEC after the date hereof shall be provided to Company upon such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent ACC has made available, or will make available during the Schedule Period, to Web TCG true --------------------------------- and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 1994, 1995 and 19981996, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29stockholders (whether annual or special) of ACC since January 1, 19981994, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent ACC with the SEC since February 18January 1, 19981994. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSACC Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent ACC Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent ACC Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent ACC Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent ACC Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent ACC Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. Except as set forth on Schedule 2.7, there is no action, cause of action, claim, ------------ demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of ACC, threatened against ACC or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any ACC Employee Plan (as hereinafter defined) or otherwise relating to ACC or any of its subsidiaries or the securities of any of them, or any properties or rights of ACC or any of its subsidiaries or any ACC Employee Plan which is required to be described in any ACC Securities Filing that is not so described. Except as set forth on Schedule 2.7, no event has occurred as a consequence of which ACC would ------------ be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by ACC with the SEC after the date hereof shall be provided to TCG on the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent ADSX has made available, or will make available during the Schedule Period, to Web --------------------------------- MAS true and complete copies of (i) its ADSX's Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 1998, 1999 and 19982000, as filed with the SEC, (ii) its ADSX's proxy statement statements relating to all of the meeting meetings of shareholders held on July 29stockholders (whether annual or special) of ADSX since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent ADSX with the SEC since February 18December 31, 1998. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSADSX Securities Filings." As of their respective ----------------------- dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent ADSX Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), to the extent they relate to or reflect the assets, liabilities or operations of DA or the Other Subsidiaries, contained or, as to Parent ADSX Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent ADSX Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent ADSX Securities Filings Filings, to the extent they relate to or reflect the assets, liabilities or operations of DA or the Other Subsidiaries, was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent ADSX Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

SECURITIES FILINGS AND LITIGATION. (a) Parent Agribrands has made available, or will make available during the Schedule Period, to Web Ralcorp true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December August 31, 1997 1998 and 19981999, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29(whether annual or special) of Agribrands since April 1, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent Agribrands with the SEC since February 18April 1, 1998. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSAgribrands Securities Filings." As of their ------------------------------- respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Agribrands Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Agribrands Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Agribrands Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Agribrands Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Agribrands Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of Agribrands, threatened against ---------- Agribrands or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Agribrands Benefit Plan, as hereinafter defined, or otherwise relating to Agribrands or any of its subsidiaries or the securities of any of them, or any properties or rights of Agribrands or any of its subsidiaries or any Agribrands Benefit Plan which is required to be described in any Agribrands Securities Filing that is not so described. No event has occurred as a consequence of which Agribrands would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Agribrands with the SEC after the date hereof shall be provided to Ralcorp on the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent Target has made available, or will make available during the Schedule Period, to Web Acquiror true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 10 20 March 31, 1996, 1997 and 1998, as filed with the Securities and Exchange Commission (the "SEC"), (ii) its the Annual Reports on Form 10-K, as amended, for the years ended December 31, 1996, 1997 and 1998, as filed by CS Wireless Systems, Inc. ("CS") with the SEC, (iii) the proxy statement statements relating to all of the meeting meetings of shareholders held on July 29(whether annual or special) of Target and the Target Subsidiaries (including CS) since January 1, 19981996, as filed with the SEC, and (iiiiv) all other reports, statements, schedules, registration statements and registration statements other filings or documents and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent Target or CS with the SEC since February 18January 1, 19981996. The reports reports, statements, schedules, registration statements, and statements other filings and documents set forth in clauses (i) through (iii) iv), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSTarget Securities Filings." Target and the Target Subsidiaries have filed with the SEC all Target Securities Filings required to be filed therewith on or prior to the date of this Agreement and, as of the Closing, Target and the Target Subsidiaries shall have filed with the SEC all Target Securities Filings required to be filed on or prior thereto. As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Target Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Target Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Target Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Target Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Target Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. Except as set forth in Schedule 2.7 attached hereto, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator, mediator or other Governmental Authority ("Litigation") pending or, to the knowledge of Target, threatened against Target, any Target Subsidiary or any Target Minority Entity, or any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan (as hereinafter defined) of Target, or otherwise relating, in a manner that could have a Target Material Adverse Effect, to Target, any Target Subsidiary, any Target Minority Entity or the securities of any of them, or any properties or rights of Target, any of the Target Subsidiaries or any Target Minority Entity or any Benefit Plan. No event has occurred as a consequence of which Target would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements, schedules, registration statements and other filings and documents and amendments thereto (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Target with the SEC after the date hereof shall be provided to Acquiror no later than the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent BFP has made available, or will make available during the Schedule Period, to Web WorldCom true and complete copies of (i) its Annual Reports Report on Form 10-K, as amended, for the years year ended December 31, 1997 and 19981996, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29stockholders (whether annual or special) of BFP since January 1, 19981994, as whether or not filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent BFP with the SEC since February 18January 1, 19981994. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection 2.7, are referred to collectively herein as the "PARENT SECURITIES FILINGSBFP Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent BFP Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent BFP Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent BFP Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent BFP Securities Filings at the time of filing 9 or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent BFP Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. Neither BFP nor any BFP Subsidiary is a party or is subject to any note, bond, mortgage, indenture, contract, lease, license, agreement, understanding, instrument, bid or proposal that is required to be described in or filed as an exhibit to any BFP Securities Filing that is not described in or filed as an exhibit to such BFP Securities Filing as required by the Securities Act or the Securities Exchange Act, as the case may be. No event has occurred prior to the date hereof as a consequence of which BFP would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereto (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by BFP with the SEC after the date hereof shall be provided to WorldCom no later than the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent WorldCom has made available, or will make available during the Schedule Period, to Web BFP true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 1994, 1995 and 19981996, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29(whether annual or special) of WorldCom since January 1, 19981994, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent WorldCom with the SEC since February 18January 1, 19981994. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection 3.7, are referred to collectively as the "PARENT SECURITIES FILINGSWorldCom Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent WorldCom Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent WorldCom Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent WorldCom Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent WorldCom Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent WorldCom Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. There is no Litigation pending or, to the knowledge of WorldCom, threatened against WorldCom or any WorldCom Subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan of WorldCom, or otherwise relating, in a manner that could have a WorldCom Material Adverse Effect, to WorldCom, any WorldCom Subsidiary or the securities of any of them, or any properties or rights of WorldCom or any of the WorldCom Subsidiaries, which is required to be described in any WorldCom Securities Filing that is not so described. No event has occurred as a consequence of which WorldCom would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by WorldCom with the SEC after the date hereof shall be provided to BFP upon such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent TCG has made available, or will make available during the Schedule Period, to Web ACC true --------------------------------- and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years year ended December 31, 1997 and 19981996, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on stockholders (whether annual or special) of TCG since July 292, 19981996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent TCG with the SEC since February 18July 2, 19981996. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively as the "PARENT SECURITIES FILINGS." TCG Securities Filings"). As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent TCG Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent TCG Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent TCG Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent TCG Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent TCG Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. There is no Litigation pending or, to the knowledge of TCG, threatened against TCG or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any TCG Benefit Plan (as hereinafter defined) or otherwise relating to TCG or any of its subsidiaries or the securities of any of them, or any properties or rights of TCG or any of its subsidiaries or any TCG Benefit Plan which is required to be described in any TCG Securities Filing that is not so described. No event has occurred as a consequence of which TCG would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by TCG with the SEC after the date hereof shall be provided to ACC on the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent has Bowmxx xxx made available, or will make available during the Schedule Period, to Web EDI true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31September 27, 1997 1997, September 28, 1996 and 1998September 30, 1995, or periods included therein, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29(whether annual or special) of Bowmxx xxxce January 1, 19981995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with Bowmxx xxxh the SEC since February 18January 1, 19981995. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively as the "PARENT SECURITIES FILINGSBowmxx Xxxurities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Securities Bowmxx Xxxurities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Securities Bowmxx Xxxurities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. Bowmxx xxx timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the Bowmxx Xxxurities Filings or on Schedule 3.7, there is no Litigation pending or, to the knowledge of Bowmxx, xxreatened against Bowmxx xx any Bowmxx Xxxsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Bowmxx Xxxefit Plan, as hereinafter defined, or otherwise relating to Bowmxx xx any Bowmxx Xxxsidiary or the securities of any of them, or any properties or rights of Bowmxx xx any Bowmxx Xxxsidiary or any Bowmxx Xxxefit Plan which is required to be described in any Bowmxx Xxxurities Filing that is not so described. No event has occurred as a consequence of which Bowmxx xxxld be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

SECURITIES FILINGS AND LITIGATION. (a) Parent Ralcorp has made available, or will make available during the Schedule Period, to Web Agribrands true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31September 30, 1997 1998 and 19981999, as filed with the SEC, (ii) its proxy statement statements relating to all of the meeting meetings of shareholders held on July 29(whether annual or special) of Ralcorp since January 31, 19981997, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent Ralcorp with the SEC since February 18January 31, 19981997. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this sectionSection, are referred to collectively herein as the "PARENT SECURITIES FILINGSRalcorp Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Ralcorp Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Ralcorp Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Ralcorp Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Ralcorp Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Ralcorp Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. There is no Litigation pending or, to the knowledge of Ralcorp, threatened against Ralcorp or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Ralcorp Benefit Plan, as hereinafter defined, or otherwise relating to Ralcorp or any of its subsidiaries or the securities of any of them, or any properties or rights of Ralcorp or any of its subsidiaries or any Ralcorp Benefit Plan which is required to be described in any Ralcorp Securities Filing that is not so described. No event has occurred as a consequence of which Ralcorp would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Ralcorp with the SEC after the date hereof shall be provided to Ralcorp on the date of such filing.

SECURITIES FILINGS AND LITIGATION. (a) Parent has made available, or will make available during the Schedule Period, to Web Company true and complete copies of (i) its Annual Reports on Form 10-K, as amended, for the years ended December 31, 1997 and 1998, as filed with the SEC, (ii) its proxy statement relating to the meeting of shareholders held on July 29, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC since February 18, 1998. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this section, are referred to collectively as the "PARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. Except as set forth in SCHEDULE 3.7, there is no Litigation pending or, to the knowledge of Parent, threatened against Parent or any Parent subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan of Parent, or otherwise relating, in a manner that could have a Parent Material Adverse Effect, to Parent, any Parent subsidiary or the securities of any of them, or any properties or rights of Parent or any of the Parent subsidiaries that could prevent or delay the consummation of the transactions contemplated by this Restated Agreement. No event has occurred as a consequence of which Parent would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC after the date hereof shall be provided to Company upon such filing.