All representations, warranties and agreements of the parties made in this Agreement shall survive for the later of (i) six-months following the Closing or (ii) fifteen (15) business days after the date on which the Company files with the SEC its Annual Report on Form 10-K, including audited financial statements, for the year ending December 31, 2016; provided , however , that the representations and warranties contained in Section 3.a. and Section 4.d. and the agreements set forth in Section 5.f. , Section 5.g. and Section 8 shall survive indefinitely (each such survival period as provided in this sentence, a “ Survival Period ”). The indemnifications set forth in Section 8.a. shall terminate in accordance with the applicable Survival Period, except that any matters for which a specific written claim for indemnity has been delivered to the Indemnitor on or before the termination of the applicable Survival Period shall survive until the final resolution of such claim.