The Waters Edge v. City of Alameda Health Care
In 2012 the City of Alameda Health Care District, doing business as Alameda Hospital (Alameda), acquired a 120-bed skilled nursing facility (the Facility or the Waters Edge Facility) from The Waters Edge, Inc. (Waters Edge). The completion date of the transaction, marking the transfer of operation of the Facility, is governed by a contractually defined term—“Closing Date”—the meaning of which is at the heart of this appeal. As defined in the acquisition documents, the Closing Date was not a date certain, but was to be triggered by the fulfillment of certain conditions, including, most importantly here, Alameda’s receipt of a regulatory approval known as “Distinct Part” certification (DP certification), which was necessary for it to charge Medi-Cal reimbursable rates.
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