definiens: ( as shall bedefined in the Bid Procedures ), such Person shall provide sufficient evidence to Seller of its financial ability toconsummate a closing of the transactions contemplated hereby and such Person ’s bid shall at a minimum ( 1 ) meet theOverbid Amount Requirement, ( 2 ) not be conditioned on the outcome of such bidder ’s due diligence, ( 3 ) not beconditioned on such bidder ’s ability to obtain financing, ( 4 ) include a commitment to close the transactions within thetimeframe contemplated by this Agreement, ( 5 ) provide as good as or better terms as contained in this Agreement, withany proposed changes to be provided via a redlined agreement marked against this Agreement, and ( 6 ) be accompaniedby a good faith deposit in an amount equal to the Security Deposit in cash by wire transfer to an account designated bySeller ; ( C ) provide that, if Buyer is not the Successful Bidder at the Auction but is the next highest or best bidder, asdetermined by the Debtor in its discretion, Buyer shall be deemed to be the Back - Up Bidder ( as shall be defined in theBid Procedures ) ; and ( D ) provide that, if Buyer is the Back - Up Bidder ( as shall be defined in the Bid Procedures ) andSeller fails to consummate a closing with a Qualifying Bidder thereafter, Seller shall give Buyer ten ( 10 ) Business Days’written notice in order to allow Buyer and Seller to consummate a closing of the sale of the Acquired Assets