Partnership Material Adverse Effect

Partnership Material Adverse Effect. Any material adverse change in or material adverse effect on, or any event that is reasonably likely to result in a material adverse change in or material adverse effect on, the business, operations, assets, liabilities, prospects, results of operations or condition (financial or otherwise) of the Partnership and the Subsidiaries taken as a whole, or on the ability of Transferor materially to perform its obligations under this Agreement or to consummate the Transaction contemplated hereby.