An acquisition of a large retail pharmacy chain was delayed by a longer-than-expected regulatory review. The acquirer alleged that during the period between the date of the purchase agreement and the closing of the acquisition following the regulator review the vendor failed to continue operating the business as it had previously (namely, by continuing to acquire new pharmacies), as was required by the purchase agreement. The acquirer claimed damages for the alleged breach of the covenant. NERA provided an expert report for mediation setting out an estimate of the damages based on the discounted value of the incremental cash flows forgone because of the alleged failure of the vendor to continue making acquisitions. The case settled following the mediation.