# Hls Draft Healthcare Apa > 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. - Skill: `finchipaiorg/hls-draft-healthcare-apa` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/hls-draft-healthcare-apa` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/hls-draft-healthcare-apa/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/hls-draft-healthcare-apa --- # 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.