Common use of Interpretation; Defined Terms Clause in Contracts

Interpretation; Defined Terms. 9.1 Interpretation 28 9.2 References, Gender, Number 28 9.3 Defined Terms 29 10.1 Notices 36 10.2 Severability 37 10.3 Specific Performance 37 10.4 Governing Law 37 10.5 Waiver of Jury Trial 38 10.6 Parties in Interest 38 10.7 Assignment of Agreement 38 10.8 Captions 38 10.9 Counterparts 38 10.10 Director and Officer Liability 38 10.11 Integration 38 10.12 Amendment 38 This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 9, 2012, is entered into by and among (a) Cheniere Pipeline Company, a Delaware corporation (“Cheniere GP Seller”), and Grand Cheniere Pipeline, LLC, a Delaware limited liability company (“Cheniere LP Seller”, and together with Cheniere GP Seller, the “Seller Parties”), on the one hand, (b) Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership” or the “Buyer”), on the other hand, and (c) solely for the purposes of Sections 5.5 and 5.6 and Article VII, Cheniere Energy, Inc., a Delaware corporation (“CEI”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

Interpretation; Defined Terms. 9.1 Interpretation 28 24 9.2 References, Gender, Number 28 25 9.3 Defined Terms 29 25 10.1 Notices 36 31 10.2 Severability 37 32 10.3 Specific Performance 37 32 10.4 Governing Law 37 33 10.5 Waiver of Jury Trial 38 33 10.6 1 10.7 Parties in Interest 38 10.7 33 10.8 Assignment of Agreement 38 10.8 33 10.9 Captions 38 10.9 33 10.10 Counterparts 38 10.10 33 10.11 Director and Officer Liability 38 10.11 33 10.12 Integration 38 10.12 34 10.13 Amendment 38 34 This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 9May 14, 2012, is entered into by and among (a) Cheniere Pipeline Company, a Delaware corporation (“Cheniere GP Seller”), and Grand Cheniere Pipeline, LLC, a Delaware limited liability company (“Cheniere LP Seller”, and together with Cheniere GP Seller, the “Seller Parties”), on the one hand, (b) Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership” or the “Buyer”), on the other hand, hand and (c) solely for the purposes of Sections 5.5 and 5.6 and Article VII, Cheniere Energy, Inc., a Delaware corporation (“CEI”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”