Common use of Authorization; No Violation Clause in Contracts

Authorization; No Violation. The execution and delivery of this Agreement by Bluegreen and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Bluegreen, and no other corporate action on the part of Bluegreen is necessary (other than the approval of this Agreement by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Bluegreen, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Bluegreen, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (I) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (II) any Bluegreen Material Contract; (b) violate any Law or any Order applicable to Bluegreen or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (w) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of the Bluegreen Proxy Statement, the Schedule 13E-3 and such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (x) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (y) any filings as may be required by the HSR Act and (z) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(II), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Bluegreen and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized unanimously by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCL, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of Bluegreen, and no other corporate action on the part of Bluegreen Company or a Company Subsidiary is necessary (other than to authorize the approval of this Agreement execution and delivery by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and conditions Company of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Bluegreen, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Bluegreen, nor the consummation by it of the transactions contemplated hereby, nor other than the compliance by Bluegreen with any requisite approval of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (I) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (II) any Bluegreen Material Contract; (b) violate any Law or any Order applicable to Bluegreen or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (w) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of the Bluegreen Proxy Statement, the Schedule 13E-3 and such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the Merger by the shareholders of the Company (the “Company Shareholder Approval”). This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and hereby), (x) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (y) any filings as may be required by the HSR Act and (z) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(II), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse Effect.

Authorization; No Violation. The execution and delivery of this Agreement by Bluegreen BFC, Woodbridge and Merger Sub and the consummation of the Merger and other transactions contemplated hereby have been duly and validly authorized by all necessary corporate or limited liability company, as applicable, action on the part of BluegreenBFC, Woodbridge and Merger Sub, and no other corporate or limited liability company action on the part of Bluegreen BFC, Woodbridge or Merger Sub is necessary (other than the approval of this Agreement by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject . Subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BluegreenBFC, Woodbridge and Merger Sub, enforceable against it each of them in accordance with its terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither Neither the execution, delivery and or performance of this Agreement by BluegreenBFC, Woodbridge or Merger Sub, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by Bluegreen BFC, Woodbridge and Merger Sub with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen BFC or any Subsidiary of Bluegreen BFC under any of the terms, conditions or provisions of (I) the Articles articles of Organization incorporation or Bylaws (bylaws, or analogous other equivalent organizational documents) , of Bluegreen BFC or any of its Subsidiaries or (II) any Bluegreen Purchaser Material Contract; (b) violate any Law or any Order applicable to Bluegreen BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen BFC or any of its Subsidiaries with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (wi) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of the Schedule 13E-3, and the information required thereby in the Bluegreen Proxy Statement, the Schedule 13E-3 and such other reports and filings with the SEC under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (xii) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (yiii) any filings as may be required by the HSR Act and (ziv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(II), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings filings, declarations or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Bluegreen Purchaser Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Bluegreen and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized unanimously by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the GBCLM, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of Bluegreen, and no other corporate action on the part of Bluegreen Company or a Company Subsidiary is necessary (other than to authorize the approval of this Agreement execution and delivery by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and conditions Company of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Bluegreen, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Bluegreen, nor the consummation by it of the transactions contemplated hereby, nor other than the compliance by Bluegreen with any requisite approval of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (I) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (II) any Bluegreen Material Contract; (b) violate any Law or any Order applicable to Bluegreen or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (w) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of the Bluegreen Proxy Statement, the Schedule 13E-3 and such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the Merger by the shareholders of the Company (the “Company Shareholder Approval”). This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least two thirds of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and hereby), (x) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (y) any filings as may be required by the HSR Act and (z) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(II), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Bluegreen and the consummation performance of the transactions contemplated hereby Company’s obligations, excluding the Special Dividend, hereunder have been duly and validly authorized unanimously by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the GBCLM, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of Bluegreen, and no other corporate action on the part of Bluegreen Company or a Company Subsidiary is necessary (other than to authorize the approval of this Agreement execution and delivery by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and conditions Company of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Bluegreen, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Bluegreen, nor the consummation by it of the transactions contemplated hereby, nor other than the compliance by Bluegreen with any Shareholder Consent. This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 3.5, will be a valid, binding and enforceable obligation of the provisions Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of this Agreement, will: (a) violate, conflict with, or result in a breach equity. The only votes of holders of any class or series of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (I) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (II) any Bluegreen Material Contract; (b) violate any Law or any Order applicable Company capital stock necessary to Bluegreen or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (w) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of the Bluegreen Proxy Statement, the Schedule 13E-3 and such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with approve this Agreement and the Merger are (i) the holders of at least two thirds of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders or (ii) the delivery of the Shareholder Consent pursuant to the terms hereof. No state takeover statute or similar statute or regulation applies to this Agreement or any of the transactions contemplated thereby and hereby). The Shareholder Consent, (x) which constitutes the approval of the holders of a majority of the issued and outstanding Company Common Stock as of its date, is the only vote of the holders of any filings as may be required under class or series of the MBCA Company’s capital stock or other securities necessary to adopt this Agreement and approve the FBCA in connection with transactions contemplated by this Agreement, including the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (y) any filings as may be required by the HSR Act and (z) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(II), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse Effect.

Authorization; No Violation. The Subject to the filing of the Articles of Merger pursuant to the FBCA and FRLLCA, the execution and delivery of this Agreement by Bluegreen BFC and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BluegreenBFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate action on the part of Bluegreen BFC or limited liability company action on the part of Merger Sub is necessary (other than in connection with the approval execution and delivery of this Agreement by BFC and Merger Sub or the holders consummation of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject transactions contemplated hereby. Subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties heretoBBX Capital, this Agreement constitutes the legal, valid and binding obligation of BluegreenBFC and Merger Sub, enforceable against it each of them in accordance with its terms, except as limited by (ix) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (iiy) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither Neither the execution, delivery and or performance of this Agreement by BluegreenBFC or Merger Sub, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen BFC and Merger Sub with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen BFC or any Subsidiary of Bluegreen its Subsidiaries under any of the terms, conditions or provisions of (Ii) the Articles of Organization Incorporation or Bylaws (or analogous organizational documents) of Bluegreen BFC or any of its Subsidiaries or (IIii) any Bluegreen BFC Material Contract; (b) violate any Law or any Order applicable to Bluegreen BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen BFC or any Subsidiary of BFC, including Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (wi) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of the Bluegreen Proxy Statement, (A) the Schedule 13E-3 and the Registration Statement and (B) such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (xii) any filings as may be required under the MBCA and the FBCA or FRLLCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (yiii) any filings as may be required by the HSR Act and Act, (ziv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(IIa)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen BFC Material Adverse Effect.

Authorization; No Violation. The Subject to the approval by BFC’s shareholders of the transactions contemplated hereby (including the Reverse Split) and the filing of the Certificate of Merger pursuant to the FBCA and FLLCA, the execution and delivery of this Agreement by Bluegreen BFC and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BluegreenBFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate action on the part of Bluegreen is necessary (other than BFC or limited liability company action on the approval of this Agreement by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles part of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject Sub is necessary. Subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties heretoBBX Capital, this Agreement constitutes the legal, valid and binding obligation of BluegreenBFC and Merger Sub, enforceable against it each of them in accordance with its terms, except as limited by (ix) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (iiy) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither Neither the execution, delivery and or performance of this Agreement by BluegreenBFC or Merger Sub, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen BFC and Merger Sub with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen BFC or any Subsidiary of Bluegreen its Subsidiaries under any of the terms, conditions or provisions of (Ii) the Articles of Organization Incorporation or Bylaws (or analogous organizational documents) of Bluegreen BFC or any of its Subsidiaries or (IIii) any Bluegreen BFC Material Contract; (b) violate any Law or any Order applicable to Bluegreen BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen BFC or any Subsidiary of BFC, including Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (wi) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Bluegreen Registration Statement and the Joint Proxy Statement, the Schedule 13E-3 /Prospectus and (B) such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (xii) any filings as may be required under the MBCA and the FBCA or FLLCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles Certificate of Merger, (yiii) any filings as may be required by the HSR Act Act, (iv) the filing of the Listing Application, and (zv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(IIa)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen BFC Material Adverse Effect.

Authorization; No Violation. (a) The Company has full corporate power and authority necessary to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of the Company and Shareholders have taken all action required by law, the Company's articles of incorporation, its by-laws or otherwise to be taken by them to authorize the execution and delivery of this Agreement by Bluegreen and the consummation of the transactions contemplated hereby have hereby. This Agreement has been duly executed and validly authorized by all necessary corporate action on the part of Bluegreen, and no other corporate action on the part of Bluegreen is necessary (other than the approval of this Agreement delivered by the holders of the Bluegreen Common Stock Company and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the is a legal, valid and binding obligation of Bluegreen, the Company enforceable against it in accordance with its terms, terms except as limited by that (i) such enforcement may be subject to bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally, and (ii) general principles the remedy of equity, regardless specific performance and injunctive and other forms of whether asserted in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at lawtherefore may be brought. (b) Except as set forth on in Section 3.4(b) of the Disclosure Schedule 5.3(and other than (i) leases entered into in the ordinary course of business which individually either require annual payments of less than $100,000 or have terms of less than 3 years or (ii) other commitments requiring payments not exceeding $250,000 in the aggregate), neither the execution, execution and delivery and performance of this Agreement by Bluegreen, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen with hereby will violate any provision of the provisions articles or certificate of this Agreementincorporation or by-laws or other organizational documents of the Company or any Company Subsidiary, will: (a) violateor to the knowledge of Shareholders, be in conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, under or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in a right of termination or acceleration, or the creation or imposition of any Lien security interest, lien or other encumbrance upon any of the properties property or assets of Bluegreen the Company, any Company Subsidiary or any Shareholder under, any agreement or commitment to which the Company, any Company Subsidiary of Bluegreen under or any Shareholder is a party or by which the Company, any Company Subsidiary or any Shareholder is bound, or to which the property of the termsCompany, conditions or provisions of (I) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen any Company Subsidiary or any of its Subsidiaries Shareholder 13 15 is subject, or (II) any Bluegreen Material Contract; (b) violate any Law statute or law or any Order judgment, decree, order, regulation or rule of any court or governmental authority applicable to Bluegreen the Company or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (w) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of the Bluegreen Proxy Statement, the Schedule 13E-3 and such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (x) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (y) any filings as may be required by the HSR Act and (z) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(II), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse EffectCompany Subsidiary. 3.5.

Authorization; No Violation. The execution and delivery of this Agreement by Bluegreen Woodbridge and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BluegreenWoodbridge, and no other corporate action on the part of Bluegreen Woodbridge is necessary (other than the approval of this Agreement by the holders of the Bluegreen Common Woodbridge Capital Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BluegreenWoodbridge, enforceable against it in accordance with its terms, except as limited by (ix) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (iiy) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by BluegreenWoodbridge, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen Woodbridge with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen Woodbridge or any Subsidiary of Bluegreen Woodbridge under any of the terms, conditions or provisions of (Ii) the Articles of Organization Incorporation or Bylaws (or analogous organizational documents) of Bluegreen Woodbridge or any of its Subsidiaries or (IIii) any Bluegreen Woodbridge Material Contract; (b) violate any Law or any Order applicable to Bluegreen Woodbridge or any of its Subsidiaries or any of their respective properties or assets; assets or (c) require any filing, declaration or registration by Bluegreen Woodbridge with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (wi) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, including the filing of (A) the Bluegreen Registration Statement and the Joint Proxy Statement, the Schedule 13E-3 /Prospectus and (B) such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), ; (xii) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (yiii) any filings as may be required by the HSR Act and (ziv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(IIa)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lienlien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse EffectEffect on Woodbridge.

Authorization; No Violation. The Except to the extent described herein, the execution and delivery of this Agreement by Bluegreen BFC and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BluegreenBFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate or limited liability company action on the part of Bluegreen BFC or Merger Sub, respectively, is necessary (other than the approval of this Agreement by the holders filing of the Bluegreen Common Stock and Florida Certificate of Merger pursuant to the FBCA, the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles approval by BFC’s shareholders of Merger pursuant to the FBCAtransactions contemplated hereby), and, subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BluegreenBFC and Merger Sub, enforceable against it each of them in accordance with its terms, except as limited by (ix) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (iiy) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither Neither the execution, delivery and or performance of this Agreement by BluegreenBFC or Merger Sub, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen BFC and Merger Sub with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen BFC or any Subsidiary of Bluegreen BFC under any of the terms, conditions or provisions of (Ii) the Articles of Organization Incorporation or Bylaws (or analogous organizational documents) of Bluegreen BFC or any of its Subsidiaries or (IIii) any Bluegreen BFC Material Contract; (b) violate any Law or any Order applicable to Bluegreen BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen BFC or any Subsidiary of BFC, or Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (wi) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Bluegreen Registration Statement and the Joint Proxy Statement, the Schedule 13E-3 /Prospectus and (B) such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (xii) any filings as may be required under the MBCA FBCA and the FBCA MBCA in connection with the Merger, including, without limitation, the Massachusetts Articles Florida Certificate of Merger and the Florida Massachusetts Articles of Merger, (yiii) any filings as may be required by the HSR Act Act, (iv) any filing of a listing application \ with a national securities exchange (or an inter-dealer quotation system of a registered national securities association) with respect to the BFC Class A Common Stock, and (zv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(IIa)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse EffectEffect on BFC.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Bluegreen and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized unanimously by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the DGCL, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of Bluegreen, and no other corporate action on the part of Bluegreen Company or a Company Subsidiary is necessary (other than to authorize the approval of this Agreement execution and delivery by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and conditions Company of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Bluegreen, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Bluegreen, nor the consummation by it of the transactions contemplated hereby, nor other than the compliance by Bluegreen with any requisite approval of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (I) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (II) any Bluegreen Material Contract; (b) violate any Law or any Order applicable to Bluegreen or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (w) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of the Bluegreen Proxy Statement, the Schedule 13E-3 and such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the Merger by the stockholders of the Company (the “Company Stockholder Approval”). This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of a majority of the outstanding shares of Company Common Stock. The restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203 of the DGCL) will not apply to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and hereby), (x) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation. No other state takeover statute or similar statute or regulation applies to this Agreement, the Massachusetts Articles Voting Agreement or any of Merger the transactions contemplated thereby and the Florida Articles of Merger, (y) any filings as may be required by the HSR Act and (z) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(II), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse Effecthereby.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the execution and delivery of the Amended Articles Supplementary. The execution and delivery of this Agreement by Bluegreen and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized by all necessary corporate action on the part Board of BluegreenDirectors of the Company (the “Company Board”), and no other corporate action on do not violate or conflict with the part of Bluegreen is necessary (other than the approval of this Agreement by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant Incorporation, bylaws, the Maryland Act, or any applicable law, court order or decree to which the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Bluegreen, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity Company or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Bluegreen, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen with any of the provisions of this Agreement, will: (a) violate, conflict withCompany Subsidiaries is a party or subject, or result in a breach of by which the Company or any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (I) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (II) any Bluegreen Material Contract; (b) violate any Law or any Order applicable to Bluegreen or any of its Company Subsidiaries or any of their respective properties or assets; or (c) require any filingare bound, declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (w) compliance with any applicable requirements and no other action on the part of the Securities Act or Company is necessary to authorize (i) the Exchange Act execution and delivery by the Company of this Agreement and (including, without limitation, ii) the filing consummation by it of the Bluegreen Proxy Statementtransactions contemplated hereby, other than the Schedule 13E-3 and such other reports under Section 13(a) or 15(d) requisite approval of the Exchange Act with Merger by the SEC as may be required in connection with stockholders of the Company. The execution and delivery of this Agreement and the transactions contemplated hereby)performance of the Company’s obligations hereunder do not and will not result in any default or give rise to any right of termination, (x) cancellation or acceleration under any filings as may be required under material note, bond, mortgage, indenture or other agreement by which the MBCA and the FBCA in connection with the Merger, including, without limitationCompany, the Massachusetts Articles Bank, the Trust Subsidiary, the Bank Subsidiary or any of Merger their respective properties are bound. This Agreement, when executed and delivered, and subject to the Florida Articles consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of Mergerthe Company, (y) any filings as may be required by the HSR Act subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and (z) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case to general principles of clauses (a)(II), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse Effectequity.

Authorization; No Violation. Buyer has full power and authority to execute and deliver this Agreement and the other agreements provided for herein, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Bluegreen Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate requisite partnership action on the part of BluegreenBuyer. This Agreement and each other Transaction Agreement have been or will have been when entered into duly executed and delivered by Buyer, and no other corporate action on constitute or will constitute when entered into the part of Bluegreen is necessary (other than the approval of this Agreement by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and legally binding obligation obligations of BluegreenBuyer, enforceable against it Buyer in accordance with its their respective terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other insolvency or similar laws affecting creditors’ creditor's rights generally, generally and (ii) general equitable principles of equity, regardless of whether asserted in a proceeding in equity or at lawgeneral applicability. Except as set forth on Schedule 5.3, neither the The execution, delivery and performance of this Agreement by Bluegreenand each other Transaction Agreement, nor and the consummation by Buyer of the transactions contemplated herebyhereby and thereby, nor will not, with or without the compliance by Bluegreen with any giving of notice or the passage of time or both, (a) violate the provisions of this Agreementany material law, will: rule or regulation applicable to Buyer; (ab) violateviolate the provisions of Buyer's Agreement of Limited Partnership; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with, with or result in a the breach or termination of any of the provisions term or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination ofcause any acceleration under, or accelerate the performance required by, or result in a right of termination or acceleration, or cause the creation of any Lien lien, charge or encumbrance upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (I) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (II) any Bluegreen Material Contract; (b) violate any Law or any Order applicable to Bluegreen or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval ofBuyer pursuant to, any Governmental Entity (indenture, mortgage, deed of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer is or may be bound, except for (w) compliance with any applicable requirements of the Securities Act such violations, conflicts, defaults or the Exchange Act (includinglike which, without limitation, the filing of the Bluegreen Proxy Statement, the Schedule 13E-3 and such other reports under Section 13(a) individually or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (x) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (y) any filings as may be required by the HSR Act and (z) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(II)aggregate, (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could would not reasonably be expected to have a Bluegreen Buyer's Material Adverse Effect.

Authorization; No Violation. The Except to the extent described herein, the execution and delivery of this Agreement by Bluegreen BFC and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BluegreenBFC and Merger Sub, and no other corporate action on the part of Bluegreen BFC or Merger Sub is necessary (other than the approval of this Agreement by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA FBCA and the Florida Articles approval by BFC’s shareholders of Merger pursuant to the FBCAtransactions contemplated hereby), and, subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BluegreenBFC and Merger Sub, enforceable against it each of them in accordance with its terms, except as limited by (ix) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (iiy) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither Neither the execution, delivery and performance of this Agreement by BluegreenBFC or Merger Sub, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen BFC and Merger Sub with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen BFC or any Subsidiary of Bluegreen BFC under any of the terms, conditions or provisions of (Ii) the Articles of Organization Incorporation or Bylaws (or analogous organizational documents) of Bluegreen BFC or any of its Subsidiaries or (IIii) any Bluegreen BFC Material Contract; , (b) violate any Law or any Order applicable to Bluegreen BFC or any of its Subsidiaries or any of their respective properties or assets; assets or (c) require any filing, declaration or registration by Bluegreen BFC, any Subsidiary of BFC or Merger Sub with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (wi) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, including the filing of (A) the Bluegreen Registration Statement and the Joint Proxy Statement, the Schedule 13E-3 /Prospectus and (B) such other reports under Section 13(a) or 15(d13(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (xii) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (yiii) filings and applications required by NYSE Arca, (iv) any filings as may be required by the HSR Act and (zv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(IIa)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lienlien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse EffectEffect on BFC.

Authorization; No Violation. The Subject to the approval by BBX Capital’s shareholders of the transactions contemplated hereby and the filing of the Certificate of Merger pursuant to the FBCA and FLLCA, the execution and delivery of this Agreement by Bluegreen BBX Capital and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BluegreenBBX Capital, and no other corporate action on the part of Bluegreen BBX Capital is necessary (other than the approval of this Agreement by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject necessary. Subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties heretoeach of BFC and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of BluegreenBBX Capital, enforceable against it BBX Capital in accordance with its terms, except as limited by (ix) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (iiy) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither Neither the execution, delivery and or performance of this Agreement by BluegreenBBX Capital, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen BBX Capital with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen BBX Capital or any Subsidiary of Bluegreen its Subsidiaries under any of the terms, conditions or provisions of (Ii) the Articles of Organization Incorporation or Bylaws (or analogous organizational documents) of Bluegreen BBX Capital or any of its Subsidiaries or (IIii) any Bluegreen BBX Capital Material Contract; (b) violate any Law or any Order applicable to Bluegreen BBX Capital or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen BBX Capital or any Subsidiary of BBX Capital with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (wi) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Bluegreen Proxy Statement, proxy statement of BBX Capital which will form a part of the Schedule 13E-3 Registration Statement and (B) such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (xii) any filings as may be required under the MBCA and the FBCA or FLLCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles Certificate of Merger, (yiii) any filings as may be required by the HSR Act Act, and (ziv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(IIa)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen BBX Capital Material Adverse Effect.

Authorization; No Violation. The execution and delivery of this Agreement by Bluegreen and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Bluegreen, and no other corporate action on the part of Bluegreen is necessary (other than the approval of this Agreement by the holders of the Bluegreen Common Stock and the filing of the Florida Certificate of Merger pursuant to the FBCA and the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCAMBCA), and, subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Bluegreen, enforceable against it in accordance with its terms, except as limited by (ix) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (iiy) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Bluegreen, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (Ii) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (IIii) any Bluegreen Material Contract; (b) violate any Law or any Order applicable to Bluegreen or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (wi) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Bluegreen Registration Statement and the Joint Proxy Statement, the Schedule 13E-3 /Prospectus and (B) such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (xii) any filings as may be required under the MBCA FBCA and the FBCA MBCA in connection with the Merger, including, without limitation, the Massachusetts Articles Florida Certificate of Merger and the Florida Massachusetts Articles of Merger, (yiii) any filings as may be required by the HSR Act and (ziv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(IIa)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse EffectEffect on Bluegreen.

Authorization; No Violation. The Except to the extent described herein, the execution and delivery of this Agreement by Bluegreen BFC and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BluegreenBFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate or limited liability company action on the part of Bluegreen BFC or Merger Sub, respectively, is necessary (other than the approval of this Agreement by the holders of the Bluegreen Common Stock and the filing of the Massachusetts Articles of Merger pursuant to the MBCA FBCA and the Florida Articles approval by BFC’s shareholders of Merger pursuant to the FBCAtransactions contemplated hereby), and, subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BluegreenBFC and Merger Sub, enforceable against it each of them in accordance with its terms, except as limited by (ix) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (iiy) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither Neither the execution, delivery and performance of this Agreement by BluegreenBFC or Merger Sub, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen BFC and Merger Sub with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen BFC or any Subsidiary of Bluegreen BFC under any of the terms, conditions or provisions of (Ii) the Articles of Organization Incorporation or Bylaws (or analogous organizational documents) of Bluegreen BFC or any of its Subsidiaries or (IIii) any Bluegreen BFC Material Contract; , (b) violate any Law or any Order applicable to Bluegreen BFC or any of its Subsidiaries or any of their respective properties or assets; assets or (c) require any filing, declaration or registration by Bluegreen BFC, any Subsidiary of BFC or Merger Sub with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (wi) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, including the filing of (A) the Bluegreen Registration Statement and the Joint Proxy Statement, the Schedule 13E-3 /Prospectus and (B) such other reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (xii) any filings as may be required under the MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (yiii) any filings as may be required by the HSR Act and (ziv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(IIa)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Bluegreen Material Adverse EffectEffect on BFC.