Draft Healthcare Asset Purchase Agreement

---
name: hls-draft-healthcare-apa
task_id: healthcare-life-sciences/draft-healthcare-asset-purchase-agreement
description: Drafts a healthcare asset purchase agreement for an ambulatory surgery center acquisition, focusing on healthcare-specific operational transition issues, regulatory-compliance drafting, employee and lease transfer mechanics, and post-closing adjustment structure.
activates_for: [planner, solver, checker]
---

# Skill: Draft Healthcare Asset Purchase Agreement for Ambulatory Surgery Center

## 1. Subject-matter triage

- Treat the APA as the primary deliverable and draft it directly; do not substitute a memo, issue list, or summary in place of the agreement.
- Before finalizing, verify the agreement contains operative purchase, assumption, transition, indemnity, and schedule language, not merely placeholders or narrative descriptions.
- Read the LOI, QoE summary, regulatory memo, commitment letter, employee census, employment agreement, sublease, and deal emails as an integrated drafting record, and reconcile conflicts explicitly in the document hierarchy.

## 2. Failure modes the skill is correcting

- Patient-record transfer, employee benefit allocation, and landlord consent mechanics are drafted generically, leaving healthcare-specific operational risk unaddressed.
- Provider enrollment and billing transition issues are omitted, even though a change of ownership can affect who may bill, when billing may begin, and how transition-period compliance is handled.
- Restrictive covenant language is left inconsistent with existing employment or service agreements, creating ambiguity over which instrument governs.
- Post-closing true-up mechanics are conflated with indemnity protection, causing avoidable disputes over timing, scope, and remedies.
- Seller-financing provisions are not coordinated with lender priority expectations, leaving subordination and payment-blockage gaps.
- Employee transition provisions fail to allocate accrued leave, PTO, and related liabilities with enough precision for operational handoff.
- Consent-based transfer items are left open-ended, creating avoidable outside-date and closing-condition uncertainty.

## 3. Legal frameworks / domain conventions that apply

- Provider enrollment transition: draft for a change-of-ownership or equivalent enrollment process that may lag closing; specify who may operate, bill, and collect during any interim period, and tie that authority to the compliance framework referenced in the regulatory materials.
- Interim billing compliance: if any party bills during transition, align the structure with applicable healthcare fraud-and-abuse and billing-compliance rules, and draft the authority for the arrangement only as broadly as the source materials support.
- Patient records transfer: include notice, access, retention, and patient-election mechanics appropriate to a healthcare facility asset sale, with a clear process for transfer to an alternate provider when applicable.
- Employment and restrictive covenant harmonization: compare the APA’s restrictive covenant and transition provisions to any existing employment or service agreement terms, and state the governing instrument order if provisions differ.
- PTO and accrued leave allocation: expressly define assumed versus excluded accrued leave liabilities, including treatment for employees who do not transition to the buyer.
- Lease or sublease consent mechanics: identify the consent condition, any required notice or cooperation obligations, the outside date, and the consequence if consent is not obtained on time.
- Seller note subordination: if purchase price includes seller financing, include payment-blockage, subordination, and enforcement-limitation provisions consistent with senior debt expectations.
- Net working capital versus indemnification escrow: keep the purchase-price true-up separate from indemnity protection, with separate triggers, timelines, and dispute processes.
- Fraud carve-out: draft indemnity limitations so fraud is excluded from caps, baskets, or similar limitations to the extent the transaction documents and governing law permit.

## 4. Analytical scaffolds

1. Deal architecture: identify the acquired assets, assumed liabilities, excluded liabilities, and any transition services or interim operating arrangements required to bridge closing and post-closing implementation.
2. Regulatory transition: draft the billing, enrollment, and compliance provisions so the buyer can operate without ambiguity during any change-of-ownership lag.
3. Employee transfer: map each employee category, benefit item, PTO item, and restrictive covenant issue into the assumed/excluded liability structure and the employment offer or retention mechanics.
4. Real estate transfer: translate the lease or sublease terms into a closing condition, cooperation covenant, and failure remedy that is workable under the outside date.
5. Closing economics: separate purchase price mechanics, escrow, earnout or holdback concepts if any, and any working-capital adjustment into distinct clauses with distinct purposes.
6. Seller financing: if the commitment materials contemplate a seller note or related financing feature, align repayment, subordination, and remedy limitations with the lender stack and closing funds flow.
7. Patient-facing transition: ensure the agreement addresses notices, records access, and continuity-of-care obligations without creating operational dead ends.
8. Indemnity structure: define claim procedure, survival, caps, baskets, and exclusive-remedy language with a fraud exception and any healthcare-specific regulatory claims treatment required by the source materials.

## 5. Vertical / structural / temporal relationships

- Draft the closing deliverables so conditions precedent, bring-downs, and document delivery order reflect what must occur first for the facility to transfer cleanly.
- Sequence transition obligations from signing to closing to post-closing, and avoid mixing pre-closing cooperation covenants with post-closing operating obligations.
- If multiple employees, facilities, or contract classes are implicated, enumerate them before drafting the corresponding assumptions, exclusions, and transfer mechanics so each category receives its own treatment.
- Where consent, enrollment, or third-party approvals are uncertain, draft a fallback path that states what happens if approval is delayed, denied, or conditioned.
- Keep the outside date, termination rights, and closing conditions synchronized so the agreement does not promise simultaneous closing and regulatory or landlord approval where that is not realistic.

## 6. Output structure conventions

- Draft a full asset purchase agreement in conventional APA form, using industry-standard sections for purchase and sale, assumed and excluded liabilities, covenants, closing conditions, post-closing adjustments, indemnification, and miscellaneous provisions.
- Include healthcare-specific provisions where needed for enrollment transition, interim billing authority, patient records, continuity of care, and compliance with healthcare billing rules.
- Use schedules or exhibits for assets, assumed liabilities, excluded liabilities, employees, restrictive covenant matters, transition items, and any consent or approval list referenced in the agreement.
- Make the hierarchy of documents explicit if the APA must override or coordinate with prior employment, sublease, or financing terms.
- Keep the drafting operational: every special provision should specify who acts, when they act, what document or approval controls, and what happens if the step is not completed.
- If the source record is silent on a point, draft a commercially standard placeholder that preserves flexibility without inventing facts from outside the materials.