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Preparations were complete by the evening of the 10th November. The German First Army advanced from the Atlantic coast, parallel to the Spanish border, while the Seventh Army advanced from central France, all under General Johannes Blaskowitz . The Italian 4th Army occupied the French Riviera and an Italian division landed on Corsica . By the evening of the 11th, German tanks had reached the Mediterranean coast. French resistance was limited to radio broadcasts, objecting to the violation of the armistice of 1940.

The 50,000 strong Vichy French Army initially took defensive positions around Toulon but, when confronted by German demands to disband, they lacked the military capability to resist the occupation forces.

A prime German target was the demobilised French Fleet at Toulon and Operation ''Lila'' had been formulated to capture it intact. French Naval commanders, however, managed to delay the Germans by negotiation and subterfuge long enough to scuttle their ships before they could be seized.