34.7  Set-off

(a)  (State's payments): Subject to clause 33.2(c), the State may deduct from any amounts due and payable by the State or any State Associate to Project Co under any of the State Project Documents or otherwise at Law:

(i)  any amount due and payable by any Group Member to the State; and

(ii)  the amount of any Claim that the State may have against any Group Member.

(b)  (Project Co's payments): Project Co must make all payments to the State free from any set-off or counterclaim and without deduction or withholding for or on account of any present or future Tax, unless Project Co is compelled by Law to make such a deduction or withholding.

(c)  (Deduction or withholding): If a party is compelled by Law to make a deduction or withholding for the benefit of an Authority, it must:

(i)  remit the deducted or withheld amount to the relevant Authority within the time required by Law; and

(ii)  provide to the other party all information and documentation relating to that deduction or withholding, including any information or documentation required to obtain a credit for or repayment of the deducted or withheld amount from an Authority.