definiens: as defined in section 4975(c ) of the Code orresulting in or causing the Company or any Member, other than the Transferring Member, to be liable for excise taxunder Chapter 42 of the Code or result in or cause the Company or the Company ’s assets to become the assets of anemployee benefit plan ( as defined in section 3(3 ) of ERISA ) ; ( iv ) the violation of or an event of default under, or result in acceleration of any indebtedness under, any note, mortgage, loan, or similar instrument or document to which the Company is a party ; ( v ) the imposition of a material obligation or liability under a material contract ; ( vi ) an adverse tax consequence to the Company or any of the Members, other than the Transferring Member, including any adverse tax consequence resulting, directly or indirectly, from the termination of the Company undersection 708 of the Code ; and ( vii ) the Transfer causing the Company to be classified as an entity other than a partnership for purposes of theCode