Karan Associates Two, L.L.C. S-4 Registration of securities issued in business combination transactions

Exhibit 3.3

CERTIFICATE OF LIMITED PARTNERSHIP

OF

AVIV HEALTHCARE MERGER SUB LP

July 30, 2010

          This Certificate of Limited Partnership of Aviv Healthcare Merger Sub LP (the “Partnership”) is being duly executed and filed by Aviv REIT, Inc. as the general partner of the Partnership (the “General Partner”) under the Delaware Revised Uniform Limited Partnership Act (6Del. C. § 17-101,etseq.). The General Partner hereby certifies as follows:

ARTICLE ONE

Name

          The name of the limited partnership hereby formed is Aviv Healthcare Merger Sub LP.

ARTICLE TWO

Initial Registered Office and Agent

          The name and address of the registered office of the Partnership in the State of Delaware and the name and address of the registered agent for service of process on the Partnership in the State of Delaware are: National Corporate Research, Ltd., 615 South DuPont Highway, Dover, Delaware 19901.

ARTICLE THREE

General Partner

          The name and business address of the General Partner are: Aviv REIT, Inc., c/o Lindsay Goldberg LLC, 630 Fifth Avenue, New York, New York 10111.

ARTICLE FOUR

Effective Date

          This Certificate of Limited Partnership shall be effective on the date of filing.

* * * * *

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the date first written above.

AVIV REIT, INC., General Partner
By:	/s/ Michael W. Dees
	Name:	Michael W. Dees
	Title:	Chief Financial Officer and Treasurer

Signature Page to
Certificate of Limited Partnership of
AVIV Healthcare Merger Sub LP