FTD Assets means all Assets owned by the FTD Entities or the UOL Entities that (a) are used primarily in, or that primarily relate to, the FTD Business or (b) were purchased and paid for by the FTD Business, including, without limitation, all Assets recorded on the balance sheet of FTD as of the date of this Agreement.
Notwithstanding any provision to the contrary, FTD agrees that FTD Liabilities includes all Liabilities of the UOL Entities to any former or current director or officer of the UOL Entities under any indemnification agreement with such director or officer, solely to the extent that such Liabilities arise out of, or primarily relate to, the FTD Assets, serving as a director or officer of the FTD Entities, or the operation of the FTD Business.
Online agrees that, effective as of the Distribution Time, it will transfer or cause to be transferred to FTD or to such other members of the FTD Entities as FTD may designate all right, title and interest in FTD Assets held by any member of the UOL Entities (if any).
Online shall cause each Insurance Policy with respect to those Persons who are currently covered by the UOL Entities' existing directors and officers Insurance Policies (the "Existing D&O Policies") to be renewed as of the Distribution Date on substantially similar terms as the Existing D&O Policies, but with an exclusion for claims that arise out of, or are primarily related to, the FTD Assets, serving as a director or officer of the FTD Entities, or the operation of the FTD Business.
Online, for itself and as a representative of the UOL Subsidiaries, hereby grants, and shall cause the UOL Subsidiaries to grant, to FTD a worldwide, perpetual, irrevocable, nonexclusive, royalty-free, non-transferable (except to a successor of all or substantially all of the FTD Assets) right and license to use and create derivative works of the Shared Scripts.