Page 51 - New Empire Affinitas Life Senior Housing Division
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to the termination of the Company, as aforesaid, the business of the Company and the affairs of the
              Members, as such, will continue to be governed by this Agreement.

              Section 11.3 – Termination.
              a) As soon as possible following the occurrence of any of the events specified in this Article effecting
              the dissolution of the Company, the Members shall proceed to wind up the Company’s business in
              accordance with the statutory requirements under the Delaware Act.
              b) All  Members,  regardless  of  their  Member  status,  investment  criteria,  voting  rights  or  personal
              situations, shall be required to:
              i.     withdraw, resign and surrender their Member Interest in the Company;
              ii.    execute such documents as the Company shall reasonably require to effectuate the withdrawal,
              resignation and surrender of such Interests; and
              iii.   execute such other instruments, certifications and agreements as the Company shall reasonably
              require in order to effectuate the Company termination and/or Company sale.  The failure by a Member
              to perform in accordance with the terms of this Section of the Agreement shall subject such Member
              (and/or their representative) to all rights and remedies available to all other Members and the Company,
              at law and in equity, and such Member shall be liable for any and all costs, fees and expenses incurred
              by the Company in connection with its exercise of the rights conferred herein.
                                                       ARTICLE XII
                                                     AMENDMENTS
              12.1.  Amendment/Modification/Repeal.
              This Agreement may not be amended except by a writing signed by all of the Members.
                                                      ARTICLE XIII

                                                    MISCELLANEOUS

              13.1.  Execution in Counterparts.
              This Agreement, and any and all amendments thereto, may be executed electronically and in
              counterparts and each executed agreement shall, collectively, be considered one and the same
              instrument. Electronic signatures shall be considered original signatures.
              13.2.  Notices.
              All notices, requests, demands, consents and approvals under this Agreement must be in writing,
              sent hand delivered, by registered U.S. Mail, return receipt requested, or by overnight courier
              service, designated for next-day delivery, to the addresses listed for each Member on the signature
              page hereto.  Any party may designate a different address to which (or person to whom) notices or
              demands are to be directed by written notice given in the same manner as herein above set forth.
              Any notice given hereunder will be deemed received one (1) Business Day after delivery to an
              overnight delivery service, designated for next-day delivery; three (3) Business Days after mailing if
              sent by registered U.S. mail, return receipt requested; or when actually received if delivered by hand.


                                       Re-LIFE-Ment: Reinventing Past Notions of Retirement
                                                            - 26 -





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