Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. CIBER has filed with the SEC all CIBER SEC Reports required to be filed by CIBER with the SEC. As of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER included in the CIBER SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER ALPHANET has filed with the SEC all CIBER ALPHANET SEC Reports required to be filed by CIBER ALPHANET with the SEC. As of their respective dates, the CIBER ALPHANET SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER ALPHANET SEC Reports and, except to the extent that information contained in any CIBER ALPHANET SEC Report has been revised or superseded by a later CIBER ALPHANET SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER ALPHANET SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER ALPHANET included in the CIBER ALPHANET SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER ALPHANET and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER ALPHANET SEC Reports, neither CIBER ALPHANET nor any of the CIBER ALPHANET Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER ALPHANET and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER an ALPHANET Material Adverse Effect. None of the CIBER ALPHANET Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER NAS has filed with the SEC all CIBER SEC Reports reports and other filings required to be filed by CIBER NAS in accordance with the SECSecurities Act and the Exchange Act and the rules and regulations promulgated thereunder (the "NAS SEC Reports"). As of their respective dates, the CIBER NAS SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER NAS SEC Reports and, except to the extent that information contained in any CIBER NAS SEC Report has been revised or superseded by a later CIBER NAS SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER NAS SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER NAS included in the CIBER NAS SEC Reports that were prepared from and are publicly available prior to in accordance with the date accounting books and other financial records of this AgreementNAS, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER NAS and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER NAS SEC Reports, neither CIBER nor any of the CIBER Subsidiaries NAS has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The NAS SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required by GAAP to be set forth on a consolidated balance sheet disclosed pursuant to Item 601(b)(10) of CIBER Regulation S-K promulgated by the SEC. If at any time prior to Closing should NAS become delinquent in any required filings with the SEC, NAS represents and its consolidated Subsidiaries or warrants that such filings shall be brought current in no less than 20 business days from the notes thereto due date. Until such time as the filing is brought current, NAS will promptly file any and which, individually or in all reports required to advise the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None SEC of the CIBER Subsidiaries is required failure to file any forms, the reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Actwhen due.

SEC Reports and Financial Statements. CIBER SCB has filed with the SEC all CIBER SCB SEC Reports required to be filed by CIBER SCB with the SEC. As of their respective dates, the CIBER SCB SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SCB SEC Reports and, except to the extent that information contained in any CIBER SCB SEC Report has been revised or superseded by a later CIBER SCB SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SCB SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER SCB included in the CIBER SCB SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER SCB and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SCB SEC Reports, neither CIBER SCB nor any of the CIBER SCB Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER SCB and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER an SCB Material Adverse Effect. None of the CIBER SCB Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, the Company SEC all CIBER SEC Reports required to be filed by CIBER with the SECDocuments. As of their respective datesdates or, the CIBER SEC Reports complied in all material respects with the applicable requirements if amended, as of the Securities Act, date of the Exchange Act and the respective rules and regulations promulgated thereunder applicable to last such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report amendment filed and publicly available prior to the date of this Agreementhereof, none of the CIBER Company SEC Reports contained Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omitted omit to state any a 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 made, not misleading. The financial statements misleading and (b) complied in all material respects with the applicable requirements of CIBER included in the CIBER SEC Reports that are publicly available prior to Exchange Act and the date of this AgreementSecurities Act, were prepared in accordance with GAAP (except, in as the case of unaudited statementsmay be, as permitted by and the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) applicable rules and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as regulations of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effectthereunder. None of the CIBER Company Subsidiaries is required to file any forms, reports or other documents with the SEC. Except as set forth in the Disclosure Schedules, each of the Company SEC pursuant to Sections 12 or 15 Documents was filed on a timely basis. The Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the period involved (except as may be stated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal year-end adjustments.

SEC Reports and Financial Statements. CIBER Since January 1, 1998, ARIS has filed with the SEC all CIBER ARIS SEC Reports required to be filed by CIBER ARIS with the SEC. As of their respective dates, the CIBER ARIS SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER ARIS SEC Reports and, except to the extent that information contained in any CIBER ARIS SEC Report has been revised or superseded by a later CIBER ARIS SEC Report filed and publicly available prior to the date of this AgreementAgreement (a "Filed SEC Document"), none of the CIBER ARIS SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER ARIS included in the CIBER ARIS SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER ARIS and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER ARIS SEC Reports, neither CIBER ARIS nor any of the CIBER ARIS Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER ARIS and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER ARIS Material Adverse Effect. None of the CIBER ARIS Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. Since January 1, 1998, CIBER has filed with the SEC all CIBER SEC Reports required to be filed by CIBER with the SEC. As of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this AgreementAgreement (a "CIBER Filed SEC Document"), none of the CIBER SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER included in the CIBER SEC Reports that which are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER The Company has filed with the SEC all CIBER true and complete copies of the Company SEC Reports Documents. The Company and each Company Subsidiary which is required to be filed by CIBER file reports pursuant to Section 12 or 15(d) of the Exchange Act is in compliance with the SECprovisions of Section 13(b) of the Exchange Act. As of their respective datesdates or, the CIBER SEC Reports complied in all material respects with the applicable requirements if amended, as of the Securities Act, date of the Exchange Act and the respective rules and regulations promulgated thereunder applicable to last such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report amendment filed and publicly available prior to the date of this Agreementhereof, none of the CIBER Company SEC Reports contained Documents, including, without limitation, any financial statements or schedules included therein (1) did not contain any untrue statement of a material fact or omitted omit to state any a 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 made, not misleading. The financial statements misleading and (2) complied in all material respects with the applicable requirements of CIBER included in the CIBER SEC Reports that are publicly available prior to Exchange Act and the date of this AgreementSecurities Act, were prepared in accordance with GAAP (except, in as the case of unaudited statementsmay be, as permitted by and the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) applicable rules and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as regulations of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effectthereunder. None of the CIBER Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 SEC. The Company Financial Statements have been prepared from, and are in accordance with, in each case, the books and records of the Exchange ActCompany and its consolidated Subsidiaries, and comply, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. GAAP (except, in the case of unaudited financial statements, for the absence of certain financial footnotes as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the period involved (or except as may be stated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein, subject, with respect to interim unaudited financial statements, to normal and recurring year-end adjustments that are not reasonably likely to be material in amount.

SEC Reports and Financial Statements. CIBER Since December 31, 2012, APGR has filed with the SEC all CIBER SEC Reports reports and other filings required to be filed by CIBER APGR in accordance with the SECSecurities Act and the Exchange Act and the rules and regulations promulgated thereunder, including without limitation, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “APGR SEC Reports”). As of their respective dates, filing dates the CIBER APGR SEC Reports complied in all material respects (i) did not (or with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable respect to such CIBER APGR SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to after the date of this Agreementhereof, none of the CIBER SEC Reports contained will not) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements , and (ii) complied in all material respects with the applicable requirements of CIBER included in the CIBER SEC Reports that are publicly available prior to Exchange Act or the date of this AgreementSecurities Act, were prepared in accordance with GAAP (except, in as the case of unaudited statementsmay be, as permitted by the SEC) applied on a consistent basis during Xxxxxxxx-Xxxxx Act and the periods involved (except as may be indicated in the notes thereto) applicable rules and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as regulations of the dates thereof and SEC thereunder. Neither APGR, ESI nor the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries Acquisition Sub is currently required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 SEC. To the Knowledge of APGR, none of the Exchange ActAPGR SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of APGR and the consolidated subsidiaries included in the APGR Reports (collectively, the “Financial Statements”) (A) have been prepared in accordance with GAAP and are consistent with the books and records of APGR (which books and records are correct and complete).

SEC Reports and Financial Statements. CIBER has Each form, report, schedule, registration statement and definitive proxy statement filed by Ameritrade with the SEC all CIBER prior to the date hereof (as such documents have been amended prior to the date hereof, the "Ameritrade SEC Reports required to be filed by CIBER with the SEC. As Reports"), as of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the respective rules and regulations promulgated thereunder applicable to thereunder. None of the Ameritrade SEC Reports, as of the date on which such CIBER SEC Reports and, except Report was declared effective pursuant to the extent that information contained in any CIBER Securities Act or the date on which such SEC Report has been revised or superseded by a later CIBER SEC Report was filed and publicly available prior pursuant to the date of this AgreementExchange Act, none of the CIBER SEC Reports as applicable, contained or contains any untrue statement of a material fact or omitted omits to state any a 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 consolidated financial statements of CIBER Ameritrade and its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the CIBER published rules and regulations of the SEC Reports that are publicly available prior to the date of this Agreementwith respect thereto, were have been prepared in accordance with GAAP GAAP, consistently applied (except, in the case of the unaudited interim financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects (except as may be indicated subject, in the notes theretocase of the unaudited interim financial statements, to normal, year-end audit adjustments) and presented fairly the consolidated financial position of CIBER Ameritrade and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectended. Ameritrade has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of Ameritrade has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the case of unaudited statementsSecurities Act, to normal year-end audit adjustments)the Exchange Act or the rules and regulations thereunder. Except Since March 31, 2000, except as set forth described in the CIBER Ameritrade SEC Reports, neither CIBER nor there has been no change in any of the CIBER Subsidiaries has significant accounting (including tax accounting) policies, practices or procedures of Ameritrade or any liabilities or obligations subsidiary of any nature (whether accruedAmeritrade, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or except changes resulting from changes in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None accounting pronouncements of the CIBER Subsidiaries is required to file any forms, reports Financial Accounting Standards Board or other documents with the SEC pursuant to Sections 12 changes in applicable laws or 15 of the Exchange Actrules or regulations thereunder.

SEC Reports and Financial Statements. CIBER has filed with the SEC all CIBER SEC Reports required to be filed by CIBER with the SEC. As of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER included in the CIBER SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Table of Contents Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER From December 31, 2016, Parent has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with the SEC or furnished all CIBER SEC Reports forms, documents and reports required to be filed or furnished by CIBER it with the SECSEC under the Securities Act or the Exchange Act prior to the date hereof (such forms, documents and reports the “Parent SEC Documents”). As of their respective filing dates, or, if amended prior to the CIBER date hereof, as of the date of (and giving effect to) the last such amendment made prior to the date hereof, the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder applicable to such CIBER SEC Reports andand the listing and corporate governance rules and regulations of the NYSE, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER Parent SEC Reports Documents contained (or, with respect to Parent SEC Documents filed after the date hereof, will contain) any untrue statement of a material fact or omitted 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 Each of the consolidated financial statements of CIBER included contained or incorporated by reference in the CIBER Parent SEC Reports that are publicly available prior to Documents (as amended, supplemented or restated, if applicable), including the date of this Agreementrelated notes and schedules, were was prepared (except as indicated in accordance with GAAP (exceptthe notes thereto including, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SECSEC on Form 10-Q or Form 8-K under the Exchange Act and absence of all notes thereto) in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated indicated, and each such consolidated financial statement presented fairly, in the notes thereto) and presented fairly all material respects, the consolidated financial position position, results of CIBER operations, stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended indicated therein (subject, in the case of unaudited quarterly financial statements, to normal the absence of footnotes and year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. Since December 31, 2000, CIBER has filed with the SEC all CIBER SEC Reports forms, reports and other documents required to be filed by CIBER with the SEC. As of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER included in the CIBER SEC Reports that are publicly available prior complied as to form in all material respects with applicable accounting requirements and the date published rules and regulations of this Agreementthe SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly in all material respects the consolidated financial position of CIBER and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER MDXL has filed with the SEC all CIBER SEC Reports reports and other filings required to be filed by CIBER MDXL in accordance with the SECSecurities Act and the Exchange Act and the rules and regulations promulgated thereunder (the “ MDXL SEC Reports ”). As of their respective dates, the CIBER MDXL SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER MDXL SEC Reports and, except to the extent that information contained in any CIBER MDXL SEC Report has been revised or superseded by a later CIBER MDXL SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER MDXL SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER MDXL included in the CIBER MDXL SEC Reports that were prepared from and are publicly available prior to in accordance with the date accounting books and other financial records of this AgreementMDXL, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER MDXL and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER MDXL SEC Reports, neither CIBER nor any of the CIBER Subsidiaries MDXL has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The MDXL SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required by GAAP to be set forth on a consolidated balance sheet disclosed pursuant to Item 601(b)(10) of CIBER Regulation S-K promulgated by the SEC. If at any time prior to Closing should MDXL become delinquent in any required filings with the SEC, MDXL represents and its consolidated Subsidiaries or warrants that such filings shall be brought current in no less than 20 business days from the notes thereto due date. Until such time as the filing is brought current, MDXL will promptly file any and which, individually or in all reports required to advise the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None SEC of the CIBER Subsidiaries is required failure to file any forms, the reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Actwhen due.

SEC Reports and Financial Statements. CIBER (a) . Buyer has timely filed with the SEC all CIBER SEC Reports forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by CIBER it under the Exchange Act with the SEC. As of their respective datesSEC since July 1, 2021 (together with any amendments, restatements or supplements thereto, collectively, the CIBER “Buyer SEC Reports”). The Buyer SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to at the extent that information contained in any CIBER SEC Report has been revised time they were filed (or if amended or superseded by a later CIBER SEC Report filed and publicly available filing or other public disclosure prior to the date hereof, then on the date of this Agreement, none such filing or other public disclosure) and (ii) did not as of the CIBER SEC Reports contained time they were filed (or if amended or superseded by a filing or other public disclosure prior to the date hereof, then on the date of such filing or other public disclosure) contain any untrue statement of a material fact or omitted omit to state any a 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 consolidated financial statements of CIBER included in or incorporated by reference into the CIBER Buyer SEC Reports that are publicly available prior (including the notes thereto) complied as to form in all material respects with the date published rules and regulations of this Agreement, were the SEC as of their respective dates and have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q) applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto and except with respect to unaudited interim consolidated statements as permitted by Form 10-Q) and presented present fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statementsinterim consolidated financial statements included therein, to normal year-end audit adjustments). Except ) in all material respects the financial condition of Buyer as set forth in of such dates and the CIBER SEC Reportsresults of operations, neither CIBER nor any stockholders’ equity, and cash flows of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange ActBuyer for such periods.

SEC Reports and Financial Statements. CIBER Since December 31, 1995, Eltrax has filed with the SEC all CIBER Eltrax SEC Reports required to be filed by CIBER Eltrax with the SEC. As of their respective dates, the CIBER Eltrax SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER Eltrax SEC Reports and, except to the extent that information contained in any CIBER Eltrax SEC Report has been revised or superseded by a later CIBER Eltrax SEC Report filed and publicly available prior to the date of this AgreementAgreement (a "Filed SEC Document"), none of the CIBER Eltrax SEC Reports contained any untrue statement of a material fact or omitted 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 financial statements of CIBER Eltrax included in the CIBER Eltrax SEC Reports that are publicly available prior or Filed SEC Documents complied as to form in all material respects with applicable accounting requirements and the date published rules and regulations of this Agreementthe SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly in all material respects the consolidated financial position of CIBER Eltrax and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER Eltrax SEC ReportsReports or Filed SEC Documents, neither CIBER Eltrax nor any of the CIBER Eltrax Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of CIBER Eltrax and its consolidated Subsidiaries subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effectnotes. None No subsidiary of the CIBER Subsidiaries Eltrax is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act. Since the date of last Filed SEC Document, Eltrax has not made or suffered any change in its condition (financial or otherwise), or experienced any event or failed to take any action which could reasonably be expected to have a material adverse effect on the business of Eltrax.

SEC Reports and Financial Statements. CIBER has Each form, report, schedule, registration statement and definitive proxy statement filed by Aether with the SEC all CIBER prior to the date hereof (as such documents have been amended prior to the date hereof, the "Aether SEC Reports required to be filed by CIBER with the SEC. As Reports"), as of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the respective rules and regulations promulgated thereunder applicable to thereunder. None of the Aether SEC Reports, as of the date on which such CIBER SEC Reports and, except Report was declared effective pursuant to the extent that information contained in any CIBER Securities Act or the date on which such SEC Report has been revised or superseded by a later CIBER SEC Report was filed and publicly available prior pursuant to the date of this AgreementExchange Act, none of the CIBER SEC Reports as applicable, contained or contains any untrue statement of a material fact or omitted omits to state any a 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 consolidated financial statements of CIBER Aether and its Subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the CIBER published rules and regulations of the SEC Reports that are publicly available prior to the date of this Agreementwith respect thereto, were have been prepared in accordance with GAAP GAAP, consistently applied (except, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects (except as may be indicated subject, in the notes theretocase of the unaudited interim financial statements, to normal, year-end audit adjustments) and presented fairly the consolidated financial position of CIBER Aether and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)ended. Except as set forth in Schedule 5.6 to the CIBER SEC ReportsAether Disclosure Letter, since September 30, 1999, neither CIBER Aether nor any of the CIBER its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature nature, except liabilities, obligations or contingencies (whether accrued, absolute, contingent or otherwisea) required by GAAP to be set forth which are reflected on a the consolidated balance sheet of CIBER Aether and its consolidated Subsidiaries as at September 30, 1999 (including the notes thereto) or (b) which (i) were incurred in the notes thereto ordinary course of business after September 30, 1999 and whichconsistent with past practices, individually or (ii) are disclosed in the aggregateAether SEC Reports. Since October 20, would reasonably be expected to have a CIBER Material Adverse Effect. None of 1999, Aether has timely filed with the CIBER Subsidiaries is required to file any SEC all forms, reports and other documents required to be filed prior to the date hereof, and no Subsidiary of Aether has filed, or been required to file, any form, report or other documents document with the SEC SEC, in each case, pursuant to Sections 12 the Securities Act, the Exchange Act or 15 the rules and regulations thereunder. Since September 30, 1999, except as described in the Aether SEC Reports, there has been no change in any of the Exchange Actsignificant accounting (including tax accounting) policies, practices or procedures of Aether or any Subsidiary of Aether, except changes resulting from changes in accounting pronouncements of Financial Accounting Standards Boards or changes in applicable laws or rules or regulations thereunder.