Sometimes it's not just what people say, but what they don't say which counts.
"To be clear, Defendants knew, or should have known, that there is no factual basis to
support Defendants’ claim that Plaintiffs have failed to report and/or pay any appropriate taxes. This naked allegation is without factual or evidentiary support and is alleged for the sole purpose of harassing and intimidating the Plaintiffs."
Note that Rossi et al. merely claim the the counter plaintiffs have no evidence. And Rossi provides no evidence to counter the claim. But perhaps someone can tell us how much the Condos cost and whether any cash was left over to pay taxes.
"Moreover, even if such allegations were true, which they are not, such allegations would not give rise to a material breach of the License Agreement which could excuse their performance under such Agreement". If Rossi sincerely thought that the tax requirement was immaterial, why did he sign the contract including such a requirement? One can only conclude that Rossi never had any intention of respecting the contract.