Common use of Authorization; No Violation Clause in Contracts

Authorization; No Violation. The execution and delivery of this Agreement by 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 BFC, Woodbridge and Merger Sub, and no other corporate or limited liability company action on the part of BFC, Woodbridge or Merger Sub is necessary (other than the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA). Subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BFC, Woodbridge and Merger Sub, enforceable against 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. Neither the execution, delivery or performance of this Agreement by BFC, Woodbridge or Merger Sub, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by 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 BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (I) the articles of incorporation or bylaws, or other equivalent organizational documents, of BFC or any of its Subsidiaries or (II) any Purchaser Material Contract; (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any of its Subsidiaries with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act (including, without limitation, the filing of the Schedule 13E-3, and the information required thereby in the Bluegreen Proxy Statement, and such other reports and filings with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) any filings as may be required by the HSR Act and (iv) 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, declarations or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser Material Adverse Effect.

Authorization; No Violation. The execution and delivery of this Agreement by BFC, Woodbridge and Merger Sub Bluegreen 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 BFC, Woodbridge and Merger SubBluegreen, and no other corporate or limited liability company action on the part of BFC, Woodbridge or Merger Sub 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). Subject , 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 BFC, Woodbridge and Merger SubBluegreen, enforceable against each of them 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. Neither Except as set forth on Schedule 5.3, neither the execution, delivery or and performance of this Agreement by BFC, Woodbridge or Merger SubBluegreen, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge and Merger Sub 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 BFC Bluegreen or any Subsidiary of BFC Bluegreen under any of the terms, conditions or provisions of (I) the articles Articles of incorporation Organization or bylaws, Bylaws (or other equivalent analogous organizational documents, ) of BFC Bluegreen or any of its Subsidiaries or (II) any Purchaser Bluegreen Material Contract; (b) violate any Law or any Order applicable to BFC Bluegreen or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any of its Subsidiaries Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (iw) 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 under Section 13(a) or 15(d) of the Exchange Act with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (iix) 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, (iiiy) any filings as may be required by the HSR Act and (ivz) 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, declarations filings or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser Bluegreen Material Adverse Effect.

Authorization; No Violation. The Except to the extent described herein, the execution and delivery of this Agreement by BFC, Woodbridge BFC 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 BFC, Woodbridge BFC 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 BFC, Woodbridge BFC or Merger Sub Sub, respectively, is necessary (other than 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). Subject , and, subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BFC, Woodbridge BFC and Merger Sub, enforceable against 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. Neither the execution, delivery or and performance of this Agreement by BFC, Woodbridge BFC or Merger Sub, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge 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 BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (Ii) the articles Articles of incorporation Incorporation or bylaws, Bylaws (or other equivalent analogous organizational documents, ) of BFC or any of its Subsidiaries or (IIii) any Purchaser BFC Material Contract; , (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties or assets; assets or (c) require any filing, declaration or registration by BFC, any Subsidiary of BFC or any of its Subsidiaries Merger Sub with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, including the filing of (A) the Schedule 13E-3, Registration Statement and the information required thereby in the Bluegreen Joint Proxy Statement, /Prospectus and (B) such other reports and filings under Section 13(a) or 15(d) of the Exchange Act with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) any filings as may be required by the HSR Act and (iv) 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, declarations filings or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser Material Adverse EffectEffect on BFC.

Authorization; No Violation. The Except to the extent described herein, the execution and delivery of this Agreement by BFC, Woodbridge BFC 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 BFC, Woodbridge BFC 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 BFC, Woodbridge BFC or Merger Sub Sub, respectively, is necessary (other than the filing of the 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). Subject , and, subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BFC, Woodbridge BFC and Merger Sub, enforceable against 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. Neither the execution, delivery or performance of this Agreement by BFC, Woodbridge BFC or Merger Sub, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge 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 BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (Ii) the articles Articles of incorporation Incorporation or bylaws, Bylaws (or other equivalent analogous organizational documents, ) of BFC or any of its Subsidiaries or (IIii) any Purchaser BFC Material Contract; (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any Subsidiary of its Subsidiaries BFC, or Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Schedule 13E-3, Registration Statement and the information required thereby in the Bluegreen Joint Proxy Statement, /Prospectus and (B) such other reports and filings under Section 13(a) or 15(d) of the Exchange Act with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) 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 (ivv) 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, declarations filings or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser Material Adverse EffectEffect on BFC.

Authorization; No Violation. The execution and delivery of this Agreement by 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 BFC, Woodbridge and Merger SubWoodbridge, and no other corporate or limited liability company action on the part of BFC, Woodbridge or Merger Sub is necessary (other than the approval of this Agreement by the holders of 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). Subject , and, subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BFC, Woodbridge and Merger SubWoodbridge, enforceable against each of them 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. Neither Except as set forth on Schedule 5.3, neither the execution, delivery or and performance of this Agreement by BFC, Woodbridge or Merger SubWoodbridge, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by 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 BFC Woodbridge or any Subsidiary of BFC Woodbridge under any of the terms, conditions or provisions of (Ii) the articles Articles of incorporation Incorporation or bylaws, Bylaws (or other equivalent analogous organizational documents, ) of BFC Woodbridge or any of its Subsidiaries or (IIii) any Purchaser Woodbridge Material Contract; (b) violate any Law or any Order applicable to BFC Woodbridge or any of its Subsidiaries or any of their respective properties or assets; assets or (c) require any filing, declaration or registration by BFC or any of its Subsidiaries Woodbridge with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, including the filing of (A) the Schedule 13E-3, Registration Statement and the information required thereby in the Bluegreen Joint Proxy Statement, /Prospectus and (B) such other reports and filings under Section 13(a) or 15(d) of the Exchange Act with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), ; (ii) 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, (iii) any filings as may be required by the HSR Act and (iv) 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, declarations filings or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser Material Adverse EffectEffect on Woodbridge.

Authorization; No Violation. The execution and delivery of this Agreement by BFC, Woodbridge and Merger Sub CDS 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 BFCCDS, Woodbridge and Merger Suband, and no other corporate or limited liability company action on the part of BFC, Woodbridge or Merger Sub is necessary (other than the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA). Subject subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties heretoAgreement, this Agreement constitutes the legal, valid and binding obligation of BFC, Woodbridge and Merger SubCDS, enforceable against each of them 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. Neither the execution, delivery or and performance of this Agreement by BFC, Woodbridge or Merger SubCDS, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge and Merger Sub 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 BFC CDS or any Subsidiary of BFC CDS under any of the terms, conditions or provisions of (Ii) the articles Certificate of incorporation Incorporation or bylaws, by-laws (or other equivalent analogous organizational documents, ) of BFC CDS or any of its Subsidiaries or (IIii) any Purchaser 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 BFC CDS or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any of its Subsidiaries withexcept, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act (including, without limitation, the filing of the Schedule 13E-3, and the information required thereby in the Bluegreen Proxy Statement, and such other reports and filings with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) any filings as may be required by the HSR Act and (iv) 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, declarations or applications or obtain such permission, determination, waiver, authorization, consent or approval acceleration could not reasonably be expected to have result in a Purchaser Material Adverse EffectEffect on CDS.

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 BFCTJX and Seller, Woodbridge and Merger Sub and the consummation by TJX and Seller of the Merger and other all transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary requisite corporate or limited liability company, as applicable, action on the part of BFCTJX and Seller. This Agreement and all other Transaction Agreements to which TJX or Seller is a party have been, Woodbridge or will have been when entered into, duly executed and Merger Subdelivered by each, and no other corporate constitute, or limited liability company action on will constitute when entered into, the part of BFC, Woodbridge or Merger Sub is necessary (other than the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA). Subject to the terms and conditions of this Agreement and assuming 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 BFCTJX and Seller, Woodbridge and Merger Subas the case may be, enforceable against each of them 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. Neither this Agreement and the execution, delivery or and performance by TJX and Seller of this each other Transaction Agreement by BFCto which each is a party, Woodbridge or Merger Sub, nor and the consummation by TJX and Seller of the Merger or other transactions contemplated herebyhereby and thereby, nor will not, with or without the compliance by BFCgiving of notice or the passage of time or both, Woodbridge and Merger Sub with any of the provisions of this Agreement, 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 (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 BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (I) the articles of incorporation or bylaws, or other equivalent organizational documents, of BFC or any of its Subsidiaries or (II) any Purchaser Material Contract; (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any of its Subsidiaries with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements provision of the Exchange Act (including, without limitation, the filing Certificate of the Schedule 13E-3, and the information required thereby in the Bluegreen Proxy Statement, and such other reports and filings with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby)Incorporation or By-laws of TJX or Seller, (ii) any filings except as may be required under the MBCA disclosed in Schedule 2.2, and the FBCA in connection with the Mergerexcept for such violations ------------ or conflicts which, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (iii) any filings as may be required by the HSR Act and (iv) such filings and approvals as may be required by any applicable state securities, blue sky individually 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, declarations or applications or obtain such permission, determination, waiver, authorization, consent or approval could would not reasonably be expected to have a Purchaser 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 execution and delivery of this Agreement by BFC, Woodbridge and Merger Sub Bluegreen 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 BFC, Woodbridge and Merger SubBluegreen, and no other corporate or limited liability company action on the part of BFC, Woodbridge or Merger Sub 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). Subject , and, subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BFC, Woodbridge and Merger SubBluegreen, enforceable against each of them 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. Neither Except as set forth on Schedule 5.3, neither the execution, delivery or and performance of this Agreement by BFC, Woodbridge or Merger SubBluegreen, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge and Merger Sub 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 BFC Bluegreen or any Subsidiary of BFC Bluegreen under any of the terms, conditions or provisions of (Ii) the articles Articles of incorporation Organization or bylaws, Bylaws (or other equivalent analogous organizational documents, ) of BFC Bluegreen or any of its Subsidiaries or (IIii) any Purchaser Bluegreen Material Contract; (b) violate any Law or any Order applicable to BFC Bluegreen or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any of its Subsidiaries Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Schedule 13E-3, Registration Statement and the information required thereby in the Bluegreen Joint Proxy Statement, /Prospectus and (B) such other reports and filings under Section 13(a) or 15(d) of the Exchange Act with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) any filings as may be required by the HSR Act and (iv) 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, declarations filings or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser Material Adverse EffectEffect on Bluegreen.

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 BFC, Woodbridge and Merger Sub BBX Capital 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 BFC, Woodbridge and Merger SubBBX Capital, and no other corporate or limited liability company action on the part of BFC, Woodbridge or Merger Sub BBX Capital is necessary (other than the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA)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 BFC, Woodbridge and Merger SubBBX Capital, enforceable against each of them 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. Neither the execution, delivery or performance of this Agreement by BFC, Woodbridge or Merger SubBBX Capital, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge and Merger Sub 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 BFC BBX Capital or any Subsidiary of BFC its Subsidiaries under any of the terms, conditions or provisions of (Ii) the articles Articles of incorporation Incorporation or bylaws, Bylaws (or other equivalent analogous organizational documents, ) of BFC BBX Capital or any of its Subsidiaries or (IIii) any Purchaser BBX Capital Material Contract; (b) violate any Law or any Order applicable to BFC BBX Capital or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC BBX Capital or any Subsidiary of its Subsidiaries BBX Capital with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Schedule 13E-3, proxy statement of BBX Capital which will form a part of the Registration Statement and (B) such reports under Section 13(a) or 15(d) of the information required thereby in the Bluegreen Proxy Statement, and such other reports and filings Exchange Act with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) any filings as may be required by the HSR Act Act, and (iv) 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, declarations filings or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser BBX Capital Material Adverse Effect.

Authorization; No Violation. (a) The execution and delivery by the Company of this Agreement and the agreements provided for herein, and the consummation of all transactions contemplated hereunder and thereunder by the Company, have been duly authorized by all requisite corporate action on the part of the Company and will be recommended to the shareholders of the Company for adoption and approval. This Agreement has been duly and validly executed and delivered by the Company. Assuming the due authorization, execution and delivery of this Agreement by BFC, Woodbridge Purchaser 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 BFC, Woodbridge and Merger Sub, and no other corporate or limited liability company action on the part of BFC, Woodbridge or Merger Sub is necessary (other than the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA). Subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, other than the Company and, in the case of the other agreements, by the parties thereto, other than the Company, this Agreement constitutes and each other agreement contemplated hereby to which the legal, Company is a party constitute valid and legally binding obligation obligations of BFC, Woodbridge and Merger Subthe Company, enforceable against each of them in accordance with its respective terms, except (i) as limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws moratorium and other similar laws of general application affecting enforcement of creditors’ rights generally, generally and (ii) general principles as limited by laws relating to the availability of equityspecific performance, regardless of whether asserted in a proceeding in equity injunctive relief or at law. Neither the other equitable remedies. (b) The execution, delivery or and performance by the Company of this Agreement by BFCand the agreements provided for herein, Woodbridge or Merger Sub, nor and the consummation by the Company of the Merger or other transactions contemplated herebyhereby and thereby, nor will not, with or without the compliance by BFCgiving of notice or the passage of time or both, Woodbridge and Merger Sub with any of (i) violate the provisions of this Agreementthe organizational documents of any Company Entity, will: (aii) violate any Laws and Regulations applicable to any Company Entity or any of their respective Company Assets, (iii) violate, conflict with, or result in a breach of any provision of or the provisions ofloss of any benefit, 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, of or accelerate the performance required by, or result in a right of termination or accelerationcancellation, accelerate the performance required by or rights or obligations, except for any such violations, conflicts or breaches that would not have, individually or in the aggregate, a Company Material Adverse Effect or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets respective Company Assets of BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (I) the articles of incorporation or bylaws, or other equivalent organizational documents, of BFC or any of its Subsidiaries or (II) any Purchaser Material Contract; (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any of its Subsidiaries with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act (including, without limitation, the filing of the Schedule 13E-3, and the information required thereby in the Bluegreen Proxy Statement, and such other reports and filings with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) any filings as may be required by the HSR Act and (iv) 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, declarations or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser Material Adverse EffectCompany Entity.

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 BFC, Woodbridge BFC 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 BFC, Woodbridge BFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate action on the part of BFC or limited liability company action on the part of BFC, Woodbridge or Merger Sub is necessary (other than in connection with the filing execution and delivery of this Agreement by BFC and Merger Sub or the consummation of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA)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 BFC, Woodbridge BFC and Merger Sub, enforceable against 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. Neither the execution, delivery or performance of this Agreement by BFC, Woodbridge BFC or Merger Sub, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge 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 BFC or any Subsidiary of BFC its Subsidiaries under any of the terms, conditions or provisions of (Ii) the articles Articles of incorporation Incorporation or bylaws, Bylaws (or other equivalent analogous organizational documents, ) of BFC or any of its Subsidiaries or (IIii) any Purchaser BFC Material Contract; (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any Subsidiary of its Subsidiaries BFC, including Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Schedule 13E-3, 13E-3 and the information required thereby in Registration Statement and (B) such reports under Section 13(a) or 15(d) of the Bluegreen Proxy Statement, and such other reports and filings Exchange Act with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) any filings as may be required by the HSR Act and Act, (iv) 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, declarations filings or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser 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 BFC, Woodbridge BFC 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 BFC, Woodbridge BFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate action on the part of BFC or limited liability company action on the part of BFC, Woodbridge or Merger Sub is necessary (other than the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA)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 BFC, Woodbridge BFC and Merger Sub, enforceable against 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. Neither the execution, delivery or performance of this Agreement by BFC, Woodbridge BFC or Merger Sub, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge 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 BFC or any Subsidiary of BFC its Subsidiaries under any of the terms, conditions or provisions of (Ii) the articles Articles of incorporation Incorporation or bylaws, Bylaws (or other equivalent analogous organizational documents, ) of BFC or any of its Subsidiaries or (IIii) any Purchaser BFC Material Contract; (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any Subsidiary of its Subsidiaries BFC, including Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Schedule 13E-3, Registration Statement and the information required thereby in the Bluegreen Joint Proxy Statement, /Prospectus and (B) such other reports and filings under Section 13(a) or 15(d) of the Exchange Act with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) any filings as may be required by the HSR Act Act, (iv) the filing of the Listing Application, and (ivv) 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, declarations filings or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser BFC Material Adverse Effect.

Authorization; No Violation. The Except to the extent described herein, the execution and delivery of this Agreement by BFC, Woodbridge BFC 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 BFC, Woodbridge BFC and Merger Sub, and no other corporate or limited liability company action on the part of BFC, Woodbridge BFC or Merger Sub is necessary (other than 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). Subject , and, subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of BFC, Woodbridge BFC and Merger Sub, enforceable against 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. Neither the execution, delivery or and performance of this Agreement by BFC, Woodbridge BFC or Merger Sub, nor the consummation of the Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge 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 BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (Ii) the articles Articles of incorporation Incorporation or bylaws, Bylaws (or other equivalent analogous organizational documents, ) of BFC or any of its Subsidiaries or (IIii) any Purchaser BFC Material Contract; , (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties or assets; assets or (c) require any filing, declaration or registration by BFC, any Subsidiary of BFC or any of its Subsidiaries Merger Sub with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, including the filing of (A) the Schedule 13E-3, Registration Statement and the information required thereby in the Bluegreen Joint Proxy Statement, /Prospectus and (B) such other reports and filings under Section 13(a) or 13(d) of the Exchange Act with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) 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, (iii) filings and applications required by NYSE Arca, (iv) any filings as may be required by the HSR Act and (ivv) 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, declarations filings or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a Purchaser Material Adverse EffectEffect on BFC.