A Standard Clause that merging parties may use to ensure that receipt of a standard pre-closing warning letter from the FTC or DOJ does not allow either party to terminate the agreement on the basis that a closing condition is not satisfied. A pre-closing warning letter states that antitrust agency staff did not complete their investigation within the Hart-Scott-Rodino (HSR) Act waiting period and that the parties close at their own risk. This Standard Clause discusses when parties may want to include a warning-letter provision, how closing conditions may be affected by receiving a warning letter, and the effect a letter may have on the transaction and its timing. This Standard Clause has integrated notes with important explanations and drafting tips.