"Given the uptick in enforcement against both covered entities and business associates and ever-increasing fines, it is important to take a proactive approach to quickly address compliance gaps.... [I]t is important to ensure that any post-close compliance is completed within a specified time, such as 30, 60, 90 or 120 days post-close.... Buyers should consider whether it is appropriate to obtain specific indemnification or escrow of funds to cover potential HIPAA non-compliance.... If the seller is involved in any government or third party investigation or settlement negotiation related to HIPAA compliance, buyers should consider obtaining a waiver of liabilities and rights from the government or third party prior to close."

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