definiens: shall mean such time as:(a ) the Parties shall have complied with all applicable requirements of the Hart - Scott - Rodino Antitrust ImprovementsAct of 1976, as amended the ( ) ; ( b ) the waiting period under the Hart - Scott - Rodino Act shallhave expired or been early terminated ; ( c ) no judicial or administrative proceeding opposing consummation of all orany part of this Agreement shall be pending ; ( d ) no injunction ( whether temporary, preliminary or permanent)prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof shall bein effect ; and ( e ) no requirements or conditions shall have been formally requested or imposed by the DOJ or FTC inconnection therewith that are not reasonably and mutually satisfactory to the Parties ( collectively, the ) . In the event that the HSR Conditions are not met [ * ], then either Party may terminate this Agreementupon notice, in which case, notwithstanding any provisions that are stated to survive under Section 13.3 above, allprovisions of this Agreement shall terminate and be of no force or effect whatsoever, except only that any liability ofeither Party for failing to comply this Article 17 shall survive