Majority of the Parties

Majority of the Parties. (a) prior to December 1, 2010, the parties to this Agreement who own, directly or indirectly (through the Company, KEP or otherwise), Working Interests constituting 75% or more of the value of all Working Interests of the Company and KEP (including, for this purpose, Working Interests which the New Partners have agreed to contribute to KEP pursuant to the KEP Subscription Agreement), as determined by the most recent Valuation, (b) from December 1, 2010 and through the Effective Date, the... unanimous good faith agreement of KEP and the Company (it being agreed by the parties hereto that, notwithstanding anything to the contrary in the KEP Operating Agreement or VOC Brazos LP Agreement, the Manager of KEP and General Partner of the Company shall have authority to make all decisions requiring approval of a Majority of the Partners under this Agreement during this timeframe), and (c) from and after January 1, 2011, the good faith decision of the Company (it being agreed by the parties hereto that, notwithstanding anything to the contrary in the KEP Operating Agreement or VOC Brazos LP Agreement, the General Partner of the Company shall have authority to make all decisions requiring approval of a Majority of the Partners under this Agreement after December 31, 2010). View More