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Exhibit 10.6.1
PROMISSORY NOTE
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July,___1998
Akron, Ohio
AIRONET WIRELESS COMMUNICATIONS, INC. ("Maker") and TELXON CORPORATION
("Payee"), are parties to a Tax Benefit and Indemnification Agreement dated as
of March 31, 1998 (the "Tax Agreement"). Any initially capitalized term used
herein which is not defined where first used has the meaning ascribed to such
term in the Tax Agreement. Subject to the other terms and conditions therein,
the Tax Agreement provides in part that:
[t]he Teixon Group shall be entitled to utilize all Refunds
generated by the Telxon Group which relate to the Pre-Offering Tax
Period, including those generated by the Aironet Group. In the
event that Telxon is not permitted under applicable law, rules and
regulations to directly utilize Refunds generated by the Aironet
Group which relate to the Pre-Offering Tax Period, Aironet agrees
to pay to Telxon the actual tax benefits received by the Aironet
Group from such Refunds, if and when such actual tax benefits are
realized. Aironet's actual tax benefits shall be considered to
equal the excess of (x) the amount of Taxes that would have been
payable by the Aironet Group in any tax period in the absence of
its utilizing such Refunds over (y) the amount Taxes actually
payable by the Aironet Group. Aironet shall promptly pay to Telxon
the actual tax benefits realized by the Aironet Group after Aironet
files any applicable tax return. If, subsequent to the payment by
Aironet to Telxon of any such amount, there shall be a final
determination by any Taxing Authority which results in a
disallowance or a reduction of the Refund so utilized by the
Aironet Group, or a reduction in the amount of the benefit realized
by the Aironet Group, Telxon shall promptly repay to Aironet the
amount of the excess payment that was made by Aironet to Telxon.
Aironet shall utilize all Refunds relating to the Pre-Offering Tax
Periods at such times, and either on a carry back or carry forward
basis, as Telxon may direct, if at all.
THEREFORE, FOR VALUE RECEIVED, Maker hereby promises to pay to the
order of Payee, in accordance with the terms and conditions of the Tax
Agreement, the amount of the actual tax benefits of any Refunds actually
received by the Aironet Group. As of the date of this Note, Maker anticipates
that it will receive $1,292,520 (U.S.D) in tax benefit from Refunds due to Maker
from Revenue Canada. Maker may prepay this Note, in whole or any part, at any
time and from time to time, without premium or penalty or prior notice. All
payments and any prepayments under this
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Note shall be applied first to the accrued but unpaid interest and then to
principal. Maker to the extent it may lawfully do so, hereby walves presentment,
demand, notice of dishonor, protest, notice of protest and all other demands,
protests and notices in connection with the execution, delivery, performance,
collection and enforcement of this Note. If this Note is not paid when due and
is placed by the holder hereof with any attorney for collection, through legal
proceedings or otherwise, Maker agrees to pay such holder on demand its
reasonable attorneys' fees and reasonable costs and expenses of collection,
which amounts shall be added to the principal of this Note to the extent not so
paid.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS. MAKER HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE
JURISDICTION OF ANY OF THE COURTS, STATE AND FEDERAL, SITTING IN CUYAHOGA AND
SUMMIT COUNTIES, OHIO OVER THE ENFORCEMENT OF THIS NOTE.
MAKER:
AIRONET WIRELESS COMMUNICATIONS, INC.
By: /s/Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx,
President and Chief Executive Officer
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