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. 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. 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 execution execution, delivery and delivery performance of this Agreement by Bluegreen and the consummation of the transactions contemplated hereby other Transaction Documents to be executed and delivered by it hereunder 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 Seller. This Agreement constitutes the legal, valid and binding obligation of BluegreenSeller, enforceable against it Seller in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other moratorium or similar laws affecting the enforcement of creditors’ ' rights generally, and . (iib) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on disclosed in Schedule 5.33.2(b), neither the execution, execution and --------------- delivery and performance of this Agreement or the other Transaction Documents by BluegreenSeller, nor the consummation by Seller of the transactions contemplated herebyhereby or thereby, nor does or will, after the compliance by Bluegreen with any giving of notice or the provisions lapse of this Agreementtime or otherwise, will: (ai) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default under the articles of incorporation, bylaws or other charter documents of Seller or Sub, (ii) conflict with, violate or an event whichresult in the creation of any Lien upon the Sub Shares or any of the Transferred Assets under any United States or foreign federal, with notice state or lapse of timelocal law, rule or regulation or any court or administrative order, judgment, process or decree, or both(iii) result in a breach or violation of, would constitute a default) default under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or accelerationacceleration under, or result in the creation of any Lien upon any of the properties Sub Shares 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 ofTransferred Assets under, any Governmental Entity (Contract or Permit except for (w) compliance with any applicable requirements of the Securities Act such conflicts, breaches, violations, defaults, terminations or the Exchange Act (including, without limitation, the filing of the Bluegreen Proxy Statement, the Schedule 13E-3 and accelerations under such other reports under Section 13(a) Contracts 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 Permits which individually 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 aggregate could not be reasonably be expected to have a Bluegreen Material Adverse Effectmaterial adverse effect on the Business, the Transferred Assets or Purchaser's ability to conduct the Business (directly or indirectly through Sub) after Closing in substantially the same manner as the Business is presently conducted by Seller and Sub. (c) Neither Seller nor Sub is a party to, or subject to or bound by, any judgment, injunction or decree of any United States or foreign federal, state or local court or governmental authority which may materially restrict or interfere with Seller's performance of this Agreement.

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 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. Each of TJX and Seller has full --------------------------- corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, 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 each other Transaction Agreement to which it is a party by Bluegreen TJX and Seller, and the consummation by TJX and Seller of the all transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary requisite corporate action on the part of BluegreenTJX and Seller. This Agreement and all other Transaction Agreements to which TJX or Seller is a party have been, or will have been when entered into, duly executed and delivered by each, 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 BluegreenTJX and Seller, as the case may be, enforceable against it TJX, or Seller in accordance with its their respective terms, except as limited by (ix) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other insolvency or similar laws affecting creditors’ ' rights generally, generally and (iiy) general equitable principles of equitygeneral applicability. The execution, regardless delivery and performance by TJX and Seller of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither this Agreement and the execution, delivery and performance by TJX and Seller of this each other Transaction Agreement by Bluegreento which each is a party, nor and the consummation by TJX and Seller of the transactions contemplated herebyhereby and thereby, nor will not, with or without the compliance by Bluegreen with any giving of notice or the provisions passage of this Agreementtime or both, will: (a) violate, conflict with, or result in a any violation or breach of, or give rise to the right to terminate, accelerate or cancel any obligation under, or require the payment of any of the provisions offee, or constitute a default under (i) any provision of the Certificate of Incorporation or an event By-laws of TJX or Seller, (ii) except as disclosed in Schedule 2.2, and except for such violations ------------ or conflicts which, with notice individually or lapse of time, or bothin the aggregate, 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, any agreement, contract, license, indenture or other instrument to which TJX or Seller is a party or by which any of them or any of their assets are bound or (iii) except for such violations or conflicts which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, any judgment, order, award, writ, decree, statute, law, ordinance, rule or regulation applicable to TJX or Seller or by which any of their assets are bound, or (b) except for such liens, charges or encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, cause the creation of any lien (except as disclosed in Schedule 2.2), charge or encumbrance upon any of the ------------ assets of Seller, (c) except as disclosed in Schedule 2.2 require the consent, ------------ waiver, approval or authorization of or any filing by any of them with any person or governmental authority (other than the filing of a premerger notification report under the HSR Act and, upon consummation of the transaction contemplated by this Agreement, a Current Report on Form 8-K under the Securities Exchange Act of 1934), other than such failures to obtain consent, waiver approval or authorization or such failures to file which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (d) except as disclosed in Schedule 2.2, result in a loss or ------------ adverse modification of any license, permit, certificate, franchise or contract granted to or otherwise held by Seller or CDM which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided that no representation or warranty is made as to the transferability of any permit, license or similar right.

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 CDS 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)CDS, 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 heretoAgreement, this Agreement constitutes the legal, valid and binding obligation of BluegreenCDS, 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 Neither the execution, delivery and performance of this Agreement by BluegreenCDS, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen CDS 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 CDS or any Subsidiary of Bluegreen CDS under any of the terms, conditions or provisions of (Ii) the Articles Certificate of Organization Incorporation or Bylaws by-laws (or analogous organizational documents) of Bluegreen CDS or any of its Subsidiaries or (IIii) any Bluegreen Material Contract; note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CDS or any of its Subsidiaries is a party or by which CDS or any of its Subsidiaries may be bound, or to which CDS or any of its Subsidiaries or their respective properties or assets may be subject, or (b) violate any Order or Law or any Order applicable to Bluegreen CDS or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by Bluegreen withexcept, 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), a)(ii) and (b) or (c)above, where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance default or failure to make such filings or applications acceleration could not reasonably be expected to have result in a Bluegreen Material Adverse EffectEffect on CDS.

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 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.