FTDA definition

FTDA. FLORISTS' TRANSWORLD DELIVERY", "FLORIST" and "FTD FAMILY" (all as set forth in Exhibit TL-A to the Trademark License Agreement), and any other Trademarks used in connection with the Retail/Professional Florists Industry acquired by FTDI at any time after the date of the Merger and including or otherwise incorporating the Logo and/or the marks "FTD", "FTDA", "FLORISTS' TRANSWORLD DELIVERY", "FLORIST" and/or "FTD FAMILY", but shall not include such Trademarks as are used solely in connection with the Floral Network, such Trademarks as require an additional fee or royalty if FTDA is licensed therefor, unless FTDA promptly agrees to pay such fee or royalty, any Software which FTD owns or has the right to use pursuant to a license or other agreement, the marks "Interflora" and "Fleurin" licensed to FTD under the Interflora/FTD License Agreements dated December 7, 1987 between Interflora and FTD or any trademarks owned by RGC. In addition, Licensed Intellectual Property shall not include any Intellectual Property (as defined in section 7.9(a) of the Merger Agreement) which was used by FTD prior to the Merger pursuant to agreement, which agreement restricts or otherwise prevents FTDI's ability to license to FTDA, or use on FTDA's behalf, said Intellectual Property, unless the necessary consents from third parties have been duly obtained pursuant to Section 3.3 of the Merger Agreement.

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FTDA. FLORISTS' TRANSWORLD DELIVERY", "FLORIST" or "FTD FAMILY", unless Licensor obligates the acquiring party and their successors and assigns to acknowledge all of Licensee's rights and privileges under this Agreement and to be bound by its terms in the position of Licensor.

FTDA has the meaning set forth in the Recitals.

Examples of FTDA in a sentence

• FTDA agrees to establish and enforce quality control standards for Licensees consistent with the quality control standards enforced by FTD prior to the Merger and FTD finds on behalf of FTDI that such standards and the quality to be enforced by FTDA are sufficient to adequately protect the goodwill associated with the Member Used Intellectual Property and the Members' products and services.

• For this purpose FTD hereby appoints FTDA as FTDI's exclusive agent after the Merger for purposes of establishing and enforcing the FTDA Standards which shall govern the activities of the Members and their use of the Member Used Intellectual Property under their respective Trademark Membership License Agreements with FTDI.

• FTDA agrees that it shall enforce the FTDA Standards and the other rules and regulations contained in the FTDA Handbook, to the full extent necessary to maintain and protect the goodwill associated with the Member Used Intellectual Property, and FTDI hereby acknowledges that the extent to which FTD enforced its standards prior to the Merger was sufficient for this purpose.

• FTDA agrees that the FTDA Standards shall at all times be sufficient to protect the goodwill associated with the Member Used Intellectual Property.

• FTDI and FTDA have caused this Agreement to be duly executed as of the day and year first above written.

• The Group Insurance Programs will be administered after the Merger by FTDA to such extent as may be appropriate pursuant to the July 17, 1979 Agreement of Trust and the Florists' Mutual Insurance Programs will be administered by FTDI unless FTDA, FTDI and Florists Mutual Insurance Company mutually agree to a transfer of the said programs to FTDA.

• FTD has heretofore provided to FTDA copies of the Articles of Association and Bylaws as in effect prior to the Merger and copies of FTDI's Restated Articles of Incorporation and Bylaws as such will be in effect after the Merger.

• The Articles of Incorporation and Bylaws of FTDA are substantially in the form approved by Buyer at the time of the organization of FTDA and contained in the Information Statement sent to each former member of FTD in connection with the Special Membership Meeting called to approve the Merger.

• Training programs will be designed to address the operating complexity of the equipment and adapted to account for the skills inventory of the trainee.

• Each of FTDA, FTD and, following the Merger, FTDI shall be bound by the terms of the Consent Order (as defined in the Merger Agreement), to the extent and for the time period required, and to execute all reasonable undertakings to formalize such consent, if necessary.

More Definitions of FTDA

FTDA or "FLORISTS' TRANSWORLD DELIVERY": (i) any of the information provided by FTDA relating to the names, addresses, and other information regarding sending or receiving customers of Members, and (ii) any of the information generated by or accessible to FTDI after the execution of this Agreement relating to the names, addresses and other information regarding sending or receiving customers of Members as a result of the Members' using FTDI's clearinghouse, communications system, credit card, and other operations.

FTDA. FLORISTS' TRANSWORLD DELIVERY", "FLORIST" and "FTD FAMILY", it being understood that such marks were valid and owned by FTDI immediately after the date of the Merger. FTDA shall not be required to make any actual royalty payments under such license, but FTDA shall be deemed to make royalty payments to FTDI, and FTDI shall be deemed to make payments to FTDA (in consideration of FTDA's agreement not to compete under Section 3.1(o) hereof) in equal amounts and at the same time over the term of the license.

FTDA and "FLORISTS TRANSWORLD DELIVERY", "FLORIST" and "FTD FAMILY" (all as set forth on Exhibit TL-A to the Trademark License Agreement, and all other Trademarks used in connection with the Retail/Professional Florists Industry acquired by the Surviving Corporation at any time after the date of the Merger, but shall not include such Trademarks as are used solely in connection with the Floral Network, any Software which FTD owns or has the right to use pursuant to a license or other agreement, the marks "Interflora" and "Fleurin" licensed to FTD under the Interflora/FTD License Agreements dated December 7, 1987 between Interflora and FTD, or any Trademarks owned by RGC. However, Licensed Intellectual Property shall not include any Intellectual Property which was used by FTD prior to the Merger pursuant to an agreement which restricts or otherwise limits the Surviving Corporation's ability to license to FTDA, or use on FTDA's behalf, said Intellectual Property, unless the necessary consents from third parties have been duly obtained pursuant to Section 3.3.

FTDA. FLORISTS' TRANSWORLD DELIVERY", "FLORIST" and "FTD FAMILY". Licensee shall not be required to make any actual royalty payments under such license, but Licensee shall be deemed to make royalty payments to Licensor, and Licensor shall be deemed to make payments to Licensee (in consideration of Licensee's agreement not to compete under Section 3.1(o) of the Mutual Support Agreement) in equal amounts and at the same time over the terms of the license.

FTDA. Florists' Transworld Delivery," "Florist" and "FTD Family." As used in this Agreement, "FTDI Customer Information" means any and all information of any type and in any form relating to FTDI's current or past customers, including without limitation, any information accessible to the Association prior to the Termination Date relating to the names, addresses, e-mail addresses and other information regarding sending or receiving customers of FTDI as a result of such customers using FTDI's clearinghouse, communications systems, credit card or other operations, excluding, however, all Membership Records.