Agreed Valuation and Tax Allocations. The Parties shall allocate the Purchase Price among the Acquired Assets in accordance with the applicable provisions of § 1060 of the Code (and any similar provision of state, local, or foreign Tax Law, as appropriate). Within ninety (90) days following the Closing, Buyer shall prepare and deliver to Seller a written statement setting forth in reasonable detail Bxxxx’s proposed Agreed Valuation and Tax Allocations. The rights and obligations of the Parties with respect to Bxxxx’s proposed Agreed Valuation and Tax Allocations, Seller’s right to dispute Bxxxx’s proposed Agreed Valuation and Tax Allocations, and the procedure for the resolution of any such dispute shall be, as follows:
