Common use of Change in Control: Standard of Review Clause in Contracts

Change in Control: Standard of Review. In the event that the existence of Cause during a Post-Change Period shall become an issue in any action or proceeding between Executive, on the one hand, and any one or more of the Xxxxxxxx Parties on the other hand, the Xxxxxxxx Parties, as applicable, shall, notwithstanding the Cause Determination, have the burden of establishing that the actions or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause and that the Xxxxxxxx Parties have satisfied all applicable substantive and procedural requirements of this Section.

Change in Control: Standard of Review. In the event that the existence of Cause during a Post-Change Period shall become an issue in any action or proceeding between Executive, on the one hand, and any one or more of the Xxxxxxxx WPX Parties on the other hand, the Xxxxxxxx WPX Parties, as applicable, shall, notwithstanding the Cause Determination, have the burden of establishing that the actions or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause and that the Xxxxxxxx WPX Parties have satisfied all applicable substantive and procedural requirements of this Section.