Common use of Authorization and No Violation Clause in Contracts

Authorization and No Violation. The execution and delivery of this Agreement by BBC 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 BBC and Merger Sub and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of BBC and Merger Sub, enforceable against them in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by BBC and Merger Sub, nor the consummation of the transactions contemplated hereby, nor the compliance by BBC or Merger Sub with any of the provisions of this Agreement, will: (i) except as set forth on Schedule 3.2 hereto, 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, security interest, charge or encumbrance upon any of the properties or assets of BBC or BankAtlantic under any of the terms, conditions or provisions of (a) the Articles or Certificate of Incorporation or by-laws (or analogous organizational documents) of BBC or BankAtlantic or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which BBC or BankAtlantic is a party or by which BBC or BankAtlantic may be bound, or to which BBC or BankAtlantic or their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree (each an "Order") or statute, rule, regulation, ordinance or directive (each a "Law") applicable to BBC or BankAtlantic or any of their respective properties or assets.

Authorization and No Violation. The execution and delivery of this Agreement (and all other agreements and documents provided for herein) by BBC Parent and Merger Sub, and the consummation by Parent and Merger Sub of all transactions contemplated hereby, have been duly authorized by all requisite corporate action. This Agreement and the consummation of all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BBC to which Parent and Merger Sub and, subject to is a party constitute the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and legally binding obligation respective obligations of BBC Parent and Merger Sub, enforceable against them Parent and Merger Sub, as the case may be, in accordance with its terms, their respective terms except as such enforceability may be limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws Insolvency Laws and other similar laws affecting creditors' rights generally, and (y) general principles the availability of equity, regardless of whether asserted in a proceeding in equity or at lawequitable remedies. Neither the The execution, delivery and performance by Parent and Merger Sub of this Agreement and the other agreements provided for herein, and the consummation by BBC Parent and Merger Sub, nor the consummation Sub of the transactions contemplated herebyhereby and thereby, nor will not, with or without the compliance by BBC giving of notice or the passage of time or both, (a) violate the provisions of any Law applicable to Parent or Merger Sub or with any respect to the assets of Parent or Merger Sub; (b) violate the provisions of this Agreementthe Certificate of Incorporation or bylaws (or their equivalent) of Parent or Merger Sub, will: (ic) except as set forth on Schedule 3.2 hereto, violate, violate any Order of any Governmental Authority; 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, security interest, charge or encumbrance Lien upon any of the properties or assets of BBC Parent or BankAtlantic under Merger Sub pursuant to, any of the terms, conditions or provisions of (a) the Articles or Certificate of Incorporation or by-laws (or analogous organizational documents) of BBC or BankAtlantic or (b) any note, bondindenture, mortgage, indenture, deed of trust, licensefranchise, lease, agreement license or other instrument or obligation agreement, arrangement, commitment, obligation, understanding or restriction of any kind to which BBC or BankAtlantic it is a party or by which BBC it or BankAtlantic any of its properties is or may be bound. The Parent’s Disclosure Schedule hereto sets forth a true, correct and complete list of all consents, approvals, permissions, licenses, authorizations and other requirements prescribed by Law or by contract required to which BBC be obtained or BankAtlantic filed by Parent or their respective properties Merger Sub to permit the consummation by Parent or assets may be subjectMerger Sub of the transactions contemplated by this Agreement. Except as indicated on the Parent’s Disclosure Schedule, or (ii) violate any judgment, ruling, order, writ, injunction, decree (each an "Order") or statute, rule, regulation, ordinance or directive (each a "Law") applicable to BBC or BankAtlantic or any of their respective properties or assetsall such items have been obtained and satisfied.

Authorization and No Violation. The execution and delivery of this Agreement by BBC CIGI 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 BBC CIGI and Merger Sub and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of BBC CIGI and Merger Sub, enforceable against them in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' ’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by BBC CIGI and Merger Sub, nor the consummation of the transactions contemplated hereby, nor the compliance by BBC CIGI or Merger Sub with any of the provisions of this Agreement, will: (ia) except as set forth on Schedule 3.2 hereto, 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, security interest, charge or encumbrance (a “Lien”) upon any of the properties or assets of BBC CIGI or BankAtlantic Merger Sub under any of the terms, conditions or provisions of (ai) the Articles or Certificate of Incorporation or by-laws (or analogous organizational documents) of BBC CIGI or BankAtlantic Merger Sub or (bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which BBC CIGI or BankAtlantic Merger Sub is a party or by which BBC CIGI or BankAtlantic Merger Sub may be bound, or to which BBC CIGI, Merger Sub or BankAtlantic or any of their respective properties or assets may be subject, or (iib) violate any judgment, ruling, order, writ, injunction, decree (each an "“Order"”) or statute, rule, regulation, ordinance or directive (each a "“Law"”) applicable to BBC or BankAtlantic CIGI, Merger Sub or any of their respective properties or assets, except, in the case of (a)(ii) and (b) above, where such violation, conflict, breach, default or acceleration could not reasonably be expected to result in a Material Adverse Effect (as defined in Section 4.1(b)) on CIGI.

Authorization and No Violation. The Subject to receipt of approvals from the Applicable Governmental Authorities, the execution and delivery of this Agreement by BBC and DBC, the execution of the Bank Merger Sub Agreement by the Bank and the consummation of the transactions contemplated hereby by this Agreement and the Bank Merger Agreement have been duly and validly authorized by all necessary corporate action on the part of BBC DBC and Merger Sub and, subject to the terms and conditions of this Agreement, this Bank. This Agreement constitutes the legal, valid and binding obligation of BBC and Merger SubDBC, enforceable against them DBC in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither The Bank Merger Agreement constitutes the executionlegal, delivery valid and performance binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The execution of this Agreement by BBC DBC, the execution of the Bank Merger Agreement by the Bank and Merger Sub, nor the consummation of the transactions contemplated hereby, nor by this Agreement and the compliance by BBC or Bank Merger Sub with any of the provisions of this Agreement, will: (i) except as set forth on Schedule 3.2 hereto, violate, conflict with, or result in a breach of any of Agreement will not violate the provisions of, or constitute a breach or default under (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, security interest, charge or encumbrance upon any of the properties or assets of BBC or BankAtlantic under any of the terms, conditions or provisions of (ai) the Articles or Certificate articles of Incorporation incorporation or by-laws of DBC or the articles of association and by-laws of the Bank (or analogous organizational documentsii) any Material Contract (as defined in subsection (f)) of BBC DBC or BankAtlantic the Bank or (biii) any note, bond, mortgage, indenture, deed of trust, other material license, leaselaw, agreement order, rule, regulation or other instrument or obligation judgment to which BBC DBC or BankAtlantic the Bank is a party party, is bound or by which BBC or BankAtlantic may be bound, or to which BBC or BankAtlantic or their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree (each an "Order") or statute, rule, regulation, ordinance or directive (each a "Law") applicable to BBC or BankAtlantic or any of their respective properties or assetsassets is subject. The minute books of DBC accurately reflect in all material respects all corporate actions held or taken by its shareholders and Board of Directors (including committees of the Board of Directors).