and clear of all interests” and “Claims of any kind or nature whatsoever”. The APA defines “Assets” to include “all interests of [the Debtor] in the Assumed Contracts” and all accounts receivable ... of whatever kind or nature, including all current and deferred rights to payment for projects completed or commenced or services rendered on or prior to the Closing Date, whether or not such services have been billed by [the Debtor] as of the Closing Date. APA § 2.01(e) & (m). Shaw contends that the Retentions are similar to accounts receivable and further asserts that the sale of them under section 363(f) eliminated Bechtel’s right to set off rejection damages due under the Portsmouth contract. See, e.g., Folger Adam Sec., Inc. v. DeMatteis/MacGregor, JV, 209 F.3d 252, 263 (3d Cir.2000) (<HOLDING>); MBNA Am. Bank, N.A. v. Trans World Airlines,
holding that sale of accounts receivable under section 363 was not free and clear of defenses such as recoupment but was free and clear of setoff rights unless the setoff was actually taken prepetition holding that the secured partys contract and quasicontract claims fail as a matter of law because they are subject to the buyers ucc defenses and its right to recoupment and setoff under the agreements between the buyer and the debtor holding that provision in prepetition agreement which precluded sale of assets by debtor was not a bar to a sale under section 363 because prepetition agreements purporting to in terfere with a debtors rights under the bankruptcy code are not enforceable holding that sale under section 363 eliminates unexercised setoff rights but not recoupment defense holding that debtor under  558 was entitled to exercise state law right of setoff