“127. … [W]hat is traditionally called the tort of deceit … involves a simple and perfectly general principle: a person who causes another person to suffer loss by deceiving that other person is liable to compensate the other person for such loss. 128. What it means to deceive someone can be unpacked into a number of separate elements. It involves (1) making a representation of fact (or law) which (2) is false, (3) the maker does not believe to be true, (4) is intended to be believed by the representee, and (5) causes the representee to believe that the representation is true. 129. The scope of what counts as a representation for this purpose is very broad. The concept is not limited to statements which expressly assert the truth of a proposition. Indeed, it is not limited to statements: it includes actions as well as words. For the purpose of the law of deceit, the term "representation" encompasses any words or act calculated to cause another person to believe a proposition. .… 137. [I]n a summary that has often been cited, Viscount Maugham in Bradford Third Equitable Benefit Building Society v Borders[1941] 2 All ER 205 , 211, said that an action for deceit requires four things to be established: "First, there must be a representation of fact made by words, or, it may be, by conduct. ... Secondly, the representation must be made with a knowledge that it is false. It must be wilfully false, or at least made in the absence of any genuine belief that it is true ... Thirdly, it must be made with the intention that it should be acted upon by the plaintiff, or by a class of persons which will include the plaintiff, in the manner which resulted in damage to him ... Fourthly, it must be proved that the plaintiff has acted upon the false statement and has sustained damage by so doing ..." (Citations omitted.) Many similar statements of the law can be found: see eg Derry v Peek(1889) 14 App Cas 337 360-361, 374; Clerk & Lindsell on Torts, 24th ed (2023), para 17-01.” "First, there must be a representation of fact made by words, or, it may be, by conduct. ... Secondly, the representation must be made with a knowledge that it is false. It must be wilfully false, or at least made in the absence of any genuine belief that it is true ... Thirdly, it must be made with the intention that it should be acted upon by the plaintiff, or by a class of persons which will include the plaintiff, in the manner which resulted in damage to him ... Fourthly, it must be proved that the plaintiff has acted upon the false statement and has sustained damage by so doing ..." (Citations omitted.) Many similar statements of the law can be found: see eg Derry v Peek(1889) 14 App Cas 337 360-361, 374; Clerk & Lindsell on Torts, 24th ed (2023), para 17-01.”
“131. Two cases particularly relied on by counsel for the plaintiffs are Gordon v Selico Ltd(1986) 18 HLR 219 and Spice Girls Ltd v Aprilia World Service BV[2002] EWCA Civ 15 ; [2002] EMLR 27. In Gordon v Selico the seller of a flat who deliberately covered up dry rot so that the prospective buyer would not see it was held liable in deceit. In Spice Girls the participation in photoshoots of all five members of the Spice Girls group and their approval of promotional material depicting all five of them for use in advertising motor scooters manufactured by their sponsor (Aprilia) were held to represent that they did not know that any member had declared an intention to leave the group (as Geri Halliwell had in fact done). A claim for damages for misrepresentation succeeded although, as the Court of Appeal in that case noted at para 67, "no one at [Aprilia] gave any consideration at the time to what representations were to be implied into the statements and conduct of the Spice Girls". 132. There is nothing recent or novel in the notion that deceit can be perpetrated by entirely non-verbal conduct, including conduct of which the claimant is unaware. An old example is Schneider v Heath (1813) 3 Camp 506, where the seller of a ship, to hide the fact that the hull was worm-eaten and the keel broken rendering the ship unseaworthy, had the ship removed from the ways where she lay dry and floated in a dock so that the defects would not be seen when the buyer came to bid for her. Sir James Mansfield CJ had no hesitation in holding that on these facts the buyer was entitled to succeed in a claim to recover back his deposit on the ground that he was induced to pay it by deceit. … 136. Another type of case, which must be increasingly common, is where a fraudulent misrepresentation is made not to any human being, but to a machine. In Renault UK Ltd v Fleetpro Technical Services Ltd[2007] EWHC 2541 (QB) , para 122, the judge held that a fraudulent misrepresentation giving rise to liability in deceit can be made to a machine, rather than to an individual, if the machine is set up to process certain information in a particular way in which it would not process information about the material transaction if the correct information were given; see also Skatteforvaltningen v Solo Capital Partners LLP[2025] EWHC 2364 (Comm) , paras 531-532.”
“170. There are certainly cases in which, to establish that the defendant's words and/or conduct caused the claimant to hold a false belief, it will in practice be necessary to show that the claimant understood them to convey a particular meaning. This is so whenever the meaning is unclear or ambiguous and the representation is false only if it bears one particular meaning. … … 172. … what matters in a claim for deceit is not whether the plaintiff understood the defendant's statement according to the construction put on it by the court, but whether the plaintiff understood the statement in the sense that the defendant intended the plaintiff to understand it (and knew to be false or at least did not believe to be true): see eg Akerhielm v de Mare[1959] AC 789 , 805. How the court interprets the statement may well be relevant to the court's assessment of how either or both parties probably understood it. But it is the parties' subjective beliefs that are critical. That said, in a case such as Arkwright v Newbold where a particular statement made is false only if interpreted in a particular non-obvious sense, it is clearly correct that to prove "reliance in belief" the plaintiff must show that it understood the statement in that sense.”
“177. … The distinction between misrepresentation and non-disclosure - which reflects that between acts and omissions - is an important one because, except in those cases (such as the formation of contracts of insurance) where there is a duty to disclose material facts, non-disclosure does not give rise to liability. 178. The distinction turns on whether the defendant (1) has done something to cause the claimant to hold a false belief on which the claimant has acted to its detriment or (2) has merely failed to inform the claimant of a material fact or to correct a false belief which the claimant independently holds. A case may fall in the first category without the claimant being aware of what the defendant has done, …. Such ignorance does not turn the case into one of non-disclosure. The seller who takes active steps to conceal a defect in order that a buyer should not discover it stands in a different position from the seller who is aware of a defect not apparent to the buyer but does nothing actively to hide it. The line is not always easy to draw. But it depends entirely on what the defendant has or has not done and not at all on the claimant's awareness or understanding of acts done by the defendant.”
“161. There is no doubt that reliance or inducement is an essential element of a claim for deceit (or other claim for damages for misrepresentation). There are two aspects to the requirement. The first is that the representation must have deceived the claimant (C) by causing C to hold a false belief ("reliance in belief"). The second is that C must because of holding that false belief have acted so as to suffer loss ("reliance in action"). Both aspects of reliance require the representation to operate on the mind of C. But neither logically requires C to be consciously aware of the representation at the time when C acts on it. Nor is there any good reason to insist on such an additional requirement. 162. It is an everyday feature of human experience that people form and act on beliefs without any conscious awareness or thought. If someone takes advantage of such unconscious mental processes to deceive another person and cause her to act to her detriment, there is no reason why a claim for damages should not lie. The mischief is no less than in a case involving conscious awareness.”
“… the representee must in fact have been induced to take action – for example entering into a contract – in reliance on the representation. The misrepresentation need not be the only reason for the representee’s decision to enter into the contract, but the representee will have no cause of action if it would have entered into the contract on the same terms even if the representation had not been made. If it is proved that a false statement is made which was material – in the sense that it was likely to induce entry into the contract – then there is an evidential presumption (of fact, not law) that the representee was so induced. The presumption is stronger if the representation was made fraudulently.”
“I’m not in charge of this. I’m not in charge of Asia. I’m not in charge of the sale forecast. I’m not in charge of the financials of the company.”
“The two sides of the business were in constant interplay, as every bid MPS made was inevitably informed by its estimate of the potential price it could achieve on the resale of the relevant rights – whether as a standalone product, or packaged with other properties. And all this was taking place at a time of rapid technological change, with the move from analogue to digital TV and the rise of internet streaming.”
“In particular, [FE Media] shall conduct market researches in the Territory, contact potential new partners and clients for MPS’s business, advice [sic] MPS as to the opportunities to negotiate and execute any suitable commercial agreement with third parties of the Territory, assist MPS in meetings, correspondence and negotiations with third parties of the Territory, report to MPS’s appointed manager any relevant information, therein including details of any offer received by the potential partners and clients, information on the their commercial reliability and solvency and any further information supportive to develop MPS’s business or that may be requested by MPS from time to time. [FE Media] Services shall extend to all assistance required by MPS in the execution and performance of all contracts between MPS and broadcasters or agencies of the Territory.”
“91. Mr Bogarelli explained that he preferred not to own shares in MPS Dublin, I assumed because he did not want to risk losing money. He also did not think that Media Partners (then owned by Bridgepoint, a British fund) would take on the risk of investing in a totally new business. Nevertheless, given the value of the assistance and advice that he, Mr Locatelli and Mr Ciocchetti were giving me in my new business, they each expected to share in its success. 92. At the beginning, Mr Bogarelli asked for 50% of the profits of MPS Dublin. He did not want to bear the risk of any losses, either. I had no basis to argue with this, given I was nothing in the industry at that time. I thought it was a way to ensure the success of the business. I needed them, and their experience from leading Italy's premiere sports agency, which was also in the top 10 globally. I agreed to Mr Bogarelli's proposal. 93. Mr Bogarelli also came to me with the proposed structure of this arrangement which, again, I had no reason to question. From my perspective, I was paying him an amount which reflected about 50% of the profits of the company. How he chose to receive this money, and how he chose to split it with Mr Locatelli and Mr Ciocchetti, was totally up to him. I never asked. The names of the companies, their jurisdictions - none of this mattered to me in the context of the overall arrangement. What I was concerned with was the overall commercial deal with Mr Bogarelli. 94. We entered into written agreements to reflect these arrangements, and I never had any basis to question them either. I was always under the impression that if I had not been able to generate sufficient revenue to pay Mr Bogarelli the amounts agreed in the various contracts, it would not have been a problem and we would simply have renegotiated the amount to be paid that year. I do not remember who prepared the contracts, and I do not remember reviewing them closely before signing them, other than to check the amounts agreed to be paid. I signed hundreds of contracts each year. For me, if I understood the concept behind the deal and I trusted the other side, the detail of the contract was not important. I may have got my lawyer to look over them. 95. At first, in around 2006, Mr Bogarelli told me he preferred to enter into a joint venture contract with a company, Media Partners International BV, which was based in the Netherlands. I was shown a copy of the contract in preparing this statement. 96. In 2007, Mr Bogarelli told me the contract should instead be with Management and Sport Ltd, which was based in Canada. I was also shown a copy of this contract. 97. In around September 2009, Mr Bogarelli told me the contract should be with B4, an Italian-based international media rights agency (who I describe in more detail at §208ff below). Although we signed a contract (which I was shown in preparing this statement), the joint venture with B4 was never implemented, and MPS Dublin never made any payments to B4. 98. In around 2010, Mr Bogarelli told me that he preferred to enter into consulting contracts for lump sum amounts. I have seen copies of these contracts while preparing this statement. Again, I never asked why Mr Bogarelli wanted the payments to be made to particular companies, or who owned or operated those companies, although I always assumed Mr Bogarelli owned them. 99. I saw all these contracts as the continuation of the same agreement I had had with Mr Bogarelli since 2004. Again, I had no basis to question the written agreements, and I signed them. I was not concerned with the names or jurisdictions of the corporate entities, or why the consulting contracts were linked to certain territories. I did not review them line by line, and I did not treat them differently year to year. I simply was not concerned with the details. From my perspective, I received assistance and advice from Mr Bogarelli, Mr Locatelli and Mr Ciocchetti internationally. I suspected that the different contracts were put together for their own fiscal reasons, but I did not ask any of them about this as I did not consider it to be my business.”
“About 50% of the profits, I think I never told anyone about the details of our commercial arrangements. Then it also changed and I don’t discuss commercial arrangements with third parties.”
“Guys, just one information about the 25.000 ‘I paid for a panel in Qatar’, it’s not correct. Between me and you, I had to pay a ‘prize’ of 25k per season to an AS Roma consultant (for having their support and vote in the League assembly) and the way I was told to transfer this money every year was through this ‘sponsorship’ for an event in Dubai (called something like ‘Globe Soccer’). If they had asked me to pay an ice cream shop or give them the money cash I would have done exactly the same. In the first two years I even forgot about this event (since it was just a way to pay them the ‘prize’), I wasn’t even sure it really existed, the third year (2012) I got some info and thought that since after all formally we were sponsoring them we could try to use it somehow and I told Rachel to contact them and try to get something out of it (some boards or visibility, an invitation to someone from MPS – not me –to be a panelist or something, anything else).” “I preferred not to explain the whole story to Rachel, so she thinks it’s a real sponsorship. Everything is ok. Pls keep confidential.”
“For sure, it started as a favour, because it was asked as a favour, and if you can do a little favour, you can do it, and also to have a good relationship with Mr Bendoni”
“(in reality we will not ask them to do anything for Greece)”
“I have a gentleman’s agreement with the top management of Infront whereby, in the face of actual advantages (past present and future) in our favour on Serie A international rights, MP&Silva agrees to use Infront’s technical and production services for the technical management of those rights.”
“Giovetti [of Mediapro Sports, a Spanish sports media rights agency] gave me to understand that B4 is their buyer for everything, and thus it is necessary - and might be convenient for everyone - to "go through" them... “aumma-aumma” [secretly]... So I have an appointment with B4 (Jimmy) on Tuesday. What we have to do to make some dough….”
“… an articulated and complex business, a perfect machine in which at least 5-6 people are involved, all with important and decisive roles to play in the acquisition (without them, goodbye Serie A).”
“the payments to La Lega are like this thanks to the clan, the tender and the related rates/amounts were written by the advisor, Infront, at my “suggestion”.”
“… it is written on the tender that the advisor (Infront) has the right, as a condition, to ask for a guarantee covering the TOTAL for the three years … the clan… gives me favourable rates and does not ask me for the guarantee provided for in the tender.”
“… it’s important to remind that Infront (my good friend Marco Bogarelli) is the exclusive advisor of Lega Serie A and Lega Serie B in the exploitation until season 2017/2018 of the national and international media rights for all their properties (including Serie A, Coppa Italia, Super Coppa Italia, Serie B and Youth Competitions), and he is currently negotiating a deal extension for further three seasons (2018/2019, 2019/2020, 2020/2021), and a pre-agreement with Marco is a key factor in order to manage the rights tender smoothly and basically get the right package that we want.”
“If we were also advisors (or otherwise in the same group or connected in any way), under the Melandri Act we could not also be buyers/distributors. …”
“And as long as Marco Bogarelli is at Infront, the relationship of friendship and mutual trust will always put us in "pole position" for international rights.”
“The potential for us to keep the Serie A is and will continue to be linked to Bogarelli. With years of work, relationships and lots of chemistry, Bogarelli controls the votes of 14-15 teams, more than the owners of Infront (Bridgepoint, Qatar or others), for which the only advantage of the League’s advisory will be economic (the EUR 30 million in annual profits generated) but the rights cannot touch them.”
“[Mr Silva] was working in an industry and at a time when relationships were key and competitors spoke to each other more than they might now, an industry where conflicts of interest may not have been managed with the care that they are in other industries and at other times.”
“… your excellent text of an agreement that provides: if I buy a certain right, I will resell it to you for a predetermined amount (based on a gentlemen’s agreement of a certain kind that you know).”
“IMG (€1.5m per year) - Bid discussed at around€75m . - "Exclusive distributor" in 5 of the following 8 countries: UK, Hungary, Romania, Turkey, Ex- Yugoslavia (Spain, Poland, Germany). - 10% commission, with an MG of€1.5m per year. - In-flight rights to be managed together (to be defined)”
“to make the output deal more ‘understandable’ and ‘justifiable’ in the eyes of auditors or shareholders.”
“Sportfive (€2.5m per year plus€2m unofficial) - Bid discussed at around€75m . Contract of automatic resale to us at€75m if S5 buys the rights. - Agreement valid only if acquisition price >€90m . - "Consultancy" in France, Germany, Poland, Sub-Saharan Africa (excluding RAI International). - Fixed Fee of€1.5m per year if acquisition price was 83-90 (€2m if < 83m). - On Top: Variable Fee of€1m if Sales >€15m .”
“RAI Trade (€1m per year to around€2.5m per year) - No bid - If by December 31st they buy Italian language at€9.5m per year: j-v for America, Sub-Saharan Africa and Oceania, with 50% revenue sharing over€24m . MG of€1m . Co-signing of contracts. - If by December 31st they don't buy Italian language at€9.5m per year: "Consultant" for America, Sub-Saharan Africa and Oceania, with 10% commission”
“…RAI said they would pay EUR5.5m, but only if the MPS Group engaged RAI Trade, RAI's consulting arm, as a sales consultant and pay them EURlm. The RAI executive I was speaking to said that they had to support RAI Trade. How RAI wanted to structure the deal was irrelevant to me. I didn't reject their offer of consulting services because I saw it as an opportunity to build my relationship with RAI generally. But I was really only interested in the net price for the rights because, in my view, RAI was a big, cold and stale public institution that moved slowly and was unlikely to deliver much value by way of their consulting services… Whether RAI delivered any consulting services was unimportant, which is why I joked about it, although in fact I think they did end up attending some meetings in New York with Carlo to help sell the rights.”
“[t]he problem is that he has read and agreed the contract that was sent[t] to you from us. There are two major differences that we need to discuss before I will communicate to him.”
“Marco please sign the attached contract and send it to me in pdf. The contract says that if this “friend Sirona Investments” gets us a contract with FIFA for the World Cup Rights for Italy 2018 and 2022, and the contract suits us and we will sign it, we will pay this “friend” a commission (1 million). We will only pay if we have the rights to the World Cup from FIFA, on conditions that are good for us, otherwise we will pay nothing. These are rights worth [more than] 300 million euros, not bad. There’s an [“aumma-aumma”] behind it that I’ll tell you verbally. The contract was prepared by Mr d’Addio, everything is ok, sign and send it back to me in pdf so that I can collect the signature of the “friend”
“We are also a FIFA licensee, so there is a lot going on. Legally we are not exposed as we have done nothing wrong. If our broadcasters start to talk about Fee reductions due (relating to disrepute) then it is an issue.”
“This scenario is not deemed possible, and there is no reason to believe that it is conceivable. Please note that a claim by MP&S on this matter could possibly give rise to a libel/slander charge from the persons/entities involved. Therefore, no step has been taken.”
“We are not yet in possession of the report, but the matters should be referred to cases of violation of article 2638 of the Italian Civil Code (impediment of the supervisory authorities) in relation to previous assignments of audiovisual rights”
“With reference to the news published in today’s press regarding the ongoing investigation into the assignments of television rights for the Serie A championship, Media Partners & Silva Limited – assignees of the Serie A international rights – confirms that its managers have offered full collaboration with the searches organised by the Public Prosecutor’s Office of Milan. In the same way, the company intends to cooperate fully with the further investigation, in order to clarify its complete lack of involvement in the matter under investigation. Media Partners & Silva wishes to clarify at this point that none of the facts reported in today’s news can be attributed to the actions of the company or its managers, which always have been based on the highest principles of transparency and commercial fairness.”
“The idea that the prosecutors have formed is simple: Infront keeps Serie A clubs alive by overpaying contracts for commercial rights "at a guaranteed minimum", or through cash injections conveyed from Switzerland. In exchange, the presidents handed over the management of the company's policy to Bogarelli. In all this, a key role would be played by Riccardo Silva, owner of the company that won the foreign rights auction. They accuse you of having bought the rights for Serie A at bargain prices. And of using the large margins generated to consolidate the Infront network.” “The Italian one is just one of the almost 70 packages of rights that we manage. We have Roland Garos, F1, the NFL for Europe. The auction for the foreign rights of Serie A is one of the most transparent in the world. There is a public tender, a notary. Our offer was the best. 30% more than the second. I was even hurt .. And there was no one who complained.”
“… committing an unspecified series of crimes, including bid tampering, money laundering, aggravated fraud, obstructing supervisory duties, tax evasion and all crimes necessary at any time to control the exploitation of audiovisual rights to football, with the appropriation of money which, in a fair competitive system, should have been received by LEGA Calcio and, therefore, pro rata, by the clubs forming part of it”
“The organization existed from 2009 to the end of 2015, the fundamental role of advisor to LEGA CALCIO being held by the company INFRONT ITALY srl in which BOGARELLI and CIOCCHETTI were directors, able to alter and control the results of the tenders held by the LEGA to market the television rights, as well as the equally fundamental role played by Riccardo SILVA, the constant successful bidder with his company MP SILVA Ltd for the audiovisual rights intended for the foreign market, thus able to market, produce and distribute among his associates the illegal income resulting from the criminal organization, through his offshore corporate structures.”
“some commercial and operating issues that might have a significant impact on corporate profit in relation to the estimates in the current Business Plan.”
“I can’t believe what I’m reading. Either we are crazy or something isn’t working and I would like to know what.”
“In any case, even if the EBITDA is lower, we are getting less money but it is better than nothing. We cannot go on like this anyway, so let’s see the bids and if they then adjust them based on the lower EBITDA well never mind… we certainly won’t die of hunger.”
“… deviating a significant magnitude from the plan might have a negative impact on the perceived credibility of that plan by the various bidders and potentially … significantly increase the risk of not receiving bids or blowing the deal, even though negotiations are at an advanced stage.”
‘concept of EBITDA adjustment to be discussed’
“Absent disclosure of the true position, the negotiation of the price adjustment mechanism was the perpetuation of the [Trial] Defendants’ fraud, not an answer to it.”
“MPS [Group]…believes the maximum potential negative impact on 2016 estimated EBITDA to be equal to the loss of the projected advis[o]ry fee (i.e. USD 975,000)”
“Each Representation was made in the context of and for the purpose of facilitating the sale of MPS shares. In such circumstances, it is to be inferred that this was with the intention that the Representations be relied upon by each individual party to whom the Vendor documents were made available, by the corporate parties (namely Baofeng and Everbright) who would make the operative decisions to enter into and complete any transaction of purchase and by such if any vehicle or vehicles (in the event, Jinxin) established by such parties to effect the transaction.”
“Management confirmed there are no past, pending or threatened complaints, allegations, incidents, non-compliances, investigations, enforcement actions, proceedings and/or litigation in relation to bribery, corruption or similar misconduct against or involving any Group Company or any of their employees, officers or directors.” “MP & Silva is currently drafting an Anti-Corruption and Bribery Policy, which is expected to be adopted by the end of 2015. The draft policy provides a zero tolerance approach to bribery and corruption and applies to all staff and employees of the Group. Management has confirmed that training will be provided across the Group in respect of anti-bribery and corruption.”
“However, we understand from Management that there are no past, pending or threatened complaints, allegations, incidents, non-compliances, investigations, enforcement actions, proceedings and/or litigation in relation to bribery, corruption and similar misconduct against or involving any Group Company or any of their employees, officers or directors.” “We understand from Management that an anti-corruption and bribery policy is intended to be adopted by the Group before the end of 2015. Management has confirmed that, prior to this adoption, no formal policy has been in place at an entity or group level, nor has any formal anti-bribery training been provided to employees… …The draft policy provides for a zero tolerance approach to bribery and corruption and applies to all staff and employees of the Group, as well as consultants, contractors, trainees, seconded staff, homeworkers, casual workers, agency staff, volunteers, interns, agents sponsors, or any other person associated with the Group, or any of our [sic] subsidiaries or their employees, wherever located, as well as any third parties acting on behalf of the Group.”
“In the future, MP & Silva expects to renew the property [Serie A] given its long standing relationship with [La Lega], its extensive relationships with broadcasters and global and local presence across multiple territories…. Management expects to renew Serie A and has conservatively estimated a 15% markup as evidence in the BP post FY 18 file.” (c) In a further Q&A response, in response to a question, “Please describe in detail the relationship among Infront, Milan Channel and MPS Group (Dublin/Luxembourg)”, it was stated that: “Neither Riccardo Silva nor other founder of MPS Group is personally related to Infront Italy [SrL]. That Company is a technical service consultant and supplier for Italian Football League, and MPS Dublin and Infront Italy are business partners on Italian Series A satellite distribution signal management, Italian Series A magazine editing and archiving right on Italian Series A football clubs. Mr Silva is not involved in any business of Infront Group and is personally not related to Infront Group. Neither of the founders of MPS nor members of the management of MPS Group are involved in Infront Group or any other potential competitor of MPS Group.”
“… the criminal investigation is still in course and the relevant contents are not accessible to Mr Silva, his criminal counsels and/or third parties. Mr Silva and his legal counsel are currently waiting for the conclusion of the preliminary investigations and will, only then, have the chance to read and obtain a copy of all the documents concerning the inquiries.”
“(IR6) The Genoa Loan Allegations comprised the known extent of the investigation” and “(IR7) There was nothing in the investigation which gave rise to any reputational or financial risk to the MPS Group’s business.”
“[] The EBITDA forecasts were materially accurate, meaning in this context that they were based on reasonable and credible assumptions and were free from inaccuracies, misstatements and/or errors, and that they were based upon full and correct information, meaning in this context that the forecasts were based on all of the latest available information available at the time they were provided and were not based on information was which incorrect or out of date. [] There was no reason why the EBITDA forecasts should not be true or materially accurate, meaning in this context that the Vendors were not aware: (i) that any of the assumptions on which the forecasts were based were not reasonable or credible; or (ii) of any errors or inaccuracies in the forecasts; or (iii) that any of the information on which the forecasts were based was incorrect or out of date; or (iv) of any information of material relevance to the forecasts which had been excluded or not properly taken into account in preparing the forecasts; and that there was no information and were no circumstances which would render them untrue or materially inaccurate, meaning in this context that the Vendors were not aware of any information or circumstances which had a real chance of preventing the forecasts from being realised and/or which had not properly been taken into account in the forecasts.”
“[a] broad principle that where financial information is provided in a commercial setting in order that it be relied upon and for the purpose of reliance, and especially where there is a disparity of information, then it will carry basic assurances that make it capable of being relied upon”
“that in agreeing to enter into this agreement and the other Transaction Documents it has not relied on any express or implied representation, warranty, collateral contract or other assurance made by or on behalf of any other party before the entering into of this agreement”