definiens: means such time as : ( a ) the Parties shall have complied with all applicable requirements of the HSR Act ; ( b ) the waiting period under the HSR Act shall have expired or been te rminated early ; ( c ) the Parties are under no antitrust -related obligation to refrain from consummating the transaction under a timing agreement entered into with a reviewing governmental authority that prevents closing without certain notice ; ( d ) no judici al or administrative proceeding opposing consummation of all or any part of this Agreement is pending ; ( e ) no injunction ( whether temporary, preliminary or permanent ) prohibiting consummation of the transactions contemplated by this Agreement or any materi al portion hereof is in effect ; and ( f ) no requirements or conditions shall have been formally requested or imposed by the DOJ or FTC in connection therewith that are not reasonably and mutually satisfactory to the Parties ( collectively, the ) . In the event that the HSR Conditions are not met within [ * * * ], then either Party may terminate this Agreement upon notice, in which case, notwithstanding any provisions that are stated to survive under Section 13.10 ( Accrued Rights ; Surviving Obligat ions ), all provisions of this Agreement shall terminate and be of no force or effect whatsoever, except only that any liability of either Party for failing to comply with this Section 14.1 shall survive