Common use of Remedies and Dispute Resolution Clause in Contracts

Remedies and Dispute Resolution. 8.1 In the event that any Dispute (including, without limitation, the breach, termination or invalidity thereof, and whether arising out of tort or contract) cannot be resolved informally within thirty (30) days after the Dispute arises, either Party may give written notice of the Dispute (a “Dispute Notice”) to the other Party and at anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, the GP Board requesting that a representative of the Project Company's senior management and the Manager's senior management and at anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, one or more representatives of the GP Board meet in an attempt to resolve the Dispute. Each such representative shall meet at a mutually agreeable time and place within thirty (30) days after receipt by the non-notifying Party and at anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, the GP Board of such Dispute Notice, and thereafter as often as they deem reasonably necessary to exchange relevant information and to attempt to resolve the Dispute. At anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, if such representatives agree to resolve any Dispute, such proposed resolution shall be submitted in writing, with reasonable detail regarding the terms thereof, to the GP Board and shall become effective solely upon the GP Board's written approval thereof. In no event shall this Section 8.1 be construed to limit either Party's right to take any action under this Agreement. The Parties agree that if any Dispute is not resolved within ninety (90) days after receipt of the Dispute Notice given in this Section 8.1 (including, without limitation, at anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, due to failure of the GP Board to approve any proposed resolution), then either Party may by notice to the other Party and at anytime while the Project Company is a wholly- owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, the GP Board refer the Dispute to be decided by final and binding arbitration in accordance with Section 8.2. 8.2 Any arbitration held under this Agreement shall be held in Houston, Texas, unless otherwise agreed by the Parties, shall be administered by the American Arbitration Association (“AAA”) and shall, except as otherwise modified by this Section 8.2, be governed by the AAA's International Arbitration Rules (the “AAA Rules”). The number of arbitrators required for the arbitration hearing shall be determined in accordance with the AAA Rules. The arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive law of the State of Texas, excluding its conflict of law principles, as would a court for the state of Texas. The Parties shall be entitled to engage in reasonable discovery, including, without limitation, the right to production of relevant and material documents by the opposing Party and the right to take depositions reasonably limited in number, time and place; provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, and their successors and permitted assigns. At either Party's option, any other Person may be joined as an additional party to any arbitration conducted under this Section 8.2, provided that the party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Parties. The arbitration award shall be final and binding, in writing, signed by all arbitrators, and shall state the reasons upon which the award thereof is based. The Parties agree that judgment on the arbitration award may be entered by any court having jurisdiction thereof. 8.3 Notwithstanding any Dispute, it shall be the responsibility of each Party to continue to perform its obligations under this Agreement pending resolution of Disputes

Remedies and Dispute Resolution. 8.1 In the event that any Dispute (including, without limitation, the breach, termination or invalidity thereof, and whether arising out of tort or contract) cannot be resolved informally within thirty (30) days after the Dispute arises, either Party may give written notice of the Dispute (a “Dispute Notice”) to the other Party and at anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, the GP Board requesting that a representative of the Project Company's senior management and the Manager's senior management and at anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, one or more representatives of the GP Board meet in an attempt to resolve the Dispute. Each such representative shall meet at a mutually agreeable time and place within thirty (30) days after receipt by the non-notifying Party and at anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, the GP Board of such Dispute Notice, and thereafter as often as they deem reasonably necessary to exchange relevant information and to attempt to resolve the Dispute. At anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, if such representatives agree to resolve any Dispute, such proposed resolution shall be submitted in writing, with reasonable detail regarding the terms thereof, to the GP Board and shall become effective solely upon the GP Board's written approval thereof. In no event shall this Section 8.1 be construed to limit either Party's right to take any action under this Agreement. The Parties agree that if any Dispute is not resolved within ninety (90) days after receipt of the Dispute Notice given in this Section 8.1 (including, without limitation, at anytime while the Project Company is a wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, due to failure of the GP Board to approve any proposed resolution), then either Party may by notice to the other Party and at anytime while the Project Company is a wholly- wholly-owned subsidiary of Cheniere Energy Partners, L.P., whether directly or indirectly, the GP Board refer the Dispute to be decided by final and binding arbitration in accordance with Section 8.2. 8.2 Any arbitration held under this Agreement shall be held in Houston, Texas, unless otherwise agreed by the Parties, shall be administered by the American Arbitration Association (“AAA”) and shall, except as otherwise modified by this Section 8.2, be governed by the AAA's International Arbitration Rules (the “AAA Rules”). The number of arbitrators required for the arbitration hearing shall be determined in accordance with the AAA Rules. The arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive law of the State of Texas, excluding its conflict of law principles, as would a court for the state of Texas. The Parties shall be entitled to engage in reasonable discovery, including, without limitation, the right to production of relevant and material documents by the opposing Party and the right to take depositions reasonably limited in number, time and place; provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, and their successors and permitted assigns. At either Party's option, any other Person may be joined as an additional party to any arbitration conducted under this Section 8.2, provided that the party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Parties. The arbitration award shall be final and binding, in writing, signed by all arbitrators, and shall state the reasons upon which the award thereof is based. The Parties agree that judgment on the arbitration award may be entered by any court having jurisdiction thereof. 8.3 Notwithstanding any Dispute, it shall be the responsibility of each Party to continue to perform its obligations under this Agreement pending resolution of Disputes