Each party may set off any amount that the other party owes it under this agreement [or otherwise] against any amount it owes to the other party under this agreement [or otherwise], whether such debt is owed now or at any time in the future, whether it is liquidated or not and whether it is actual or contingent. [Any exercise by a party of its rights under this clause 2 will not prejudice any other right or remedy available to it, whether under this agreement or otherwise.]

Except as expressly set out in this agreement, each OR Each party must pay all sums that it owes to the other party under this agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.