License Agreement



 EXHIBIT 10.7 
  
 LICENSE AGREEMENT 
  
 THIS LICENSE AGREEMENT (the “License Agreement”) is made as of the 1st day of May, 2000, by and between PULITZER INC., a Delaware corporation (“Licensor”), and ST. LOUIS POST-DISPATCH LLC, a Delaware limited liability
company (“Licensee”). 
  
 WHEREAS, Licensor, Pulitzer
Technologies, Inc., a Delaware corporation (“PTI”), The Herald Company, Inc., a New York corporation (“Herald”), and Licensee have entered into a Joint Venture Agreement, dated as of May 1, 2000 (the “Joint Venture
Agreement”), pursuant to which Pulitzer, PTI and Herald have agreed to contribute to Licensee their respective interests in certain assets and liabilities relating to the St. Louis Post-Dispatch in exchange for equity interests in Licensee; and

  
 WHEREAS, the Joint Venture Agreement provides that Licensor
shall grant to Licensee a license as hereinafter provided; 
  
 NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained, the parties agree as follows: 
  
 1. Grant of License. Licensor hereby grants Licensee a royalty-free license and right (which license and right shall be exclusive against all persons and
entities, except for Licensor and its Affiliates, as that term is defined in the Joint Venture Agreement), to use (A)(i) the whole or any part of the name, title and masthead of the St. Louis Post-Dispatch, together with (ii) the phrase
“Founded By Joseph Pulitzer, December 12, 1878” in the manner set forth in Exhibit A hereto, (iii) the names “Joseph Pulitzer”, “Joseph Pulitzer”, “Joseph Pulitzer” and “Michael E. Pulitzer” in the
manner set forth in Exhibit B hereto and (iv) the statement of the platform of the Post-Dispatch, but only together with the bust of Joseph Pulitzer, the phrase “The Post-Dispatch Platform” and the phrase “Joseph Pulitzer, April 10,
1907” in the manner set forth in Exhibit C hereto; (B) all intangible rights and privileges of whatever kind belonging or incidental to the foregoing, including any and all copyrights and trademarks relating thereto and (C) any and all
copyrights in the issues of the St. Louis Post-Dispatch published before, on or after the date hereof and the right to reprint all or any part thereof (collectively, the “Names and Other Rights”). 









 2. Term. The term of this License shall remain in effect for so long as and only for so long as Licensee
is in existence and actively conducting the various activities of the St. Louis Post-Dispatch. 
  
 3. Subsequent Event. If Licensor shall assign its Interest (as defined in the Operating Agreement) to Herald or its permitted successor or assignee pursuant to Section 1(a) of the Indemnity Agreement of even date
herewith between Licensor and Herald, Licensor shall simultaneously assign all its right, title and interest in and to the Names and Other Rights to Herald or its permitted successor or assignee. 
  
 4. Control by Licensor. Licensor shall maintain quality control of the manner
in which the Names and Other Rights are used by Licensee. To assure Licensee’s compliance with this Agreement, Licensee shall (i) provide Licensor, from time to time but not less than annually, with such samples of Licensee’s use of the
Names and Other Rights as Licensor shall request and (ii) promptly comply with any changes in its manner of use of the Names and Other Rights as Licensor, in writing, shall request consistent with the terms and provisions hereof. 
  
 5. Maintenance and Renewal. Licensor shall be responsible for, and Licensee
shall cooperate with and assist Licensor in, maintaining and renewing all copyright and trademark protection and registration of the Names and Other Rights. 
  
 6. Default. If, for a period of six consecutive months, Licensee fails to use the Names and Other Rights in conducting the various activities of the St.
Louis Post-Dispatch, or if Licensee becomes insolvent, or if Licensee initiates proceedings in any court under any bankruptcy, reorganization or similar law or for the appointment of a trustee or receiver of Licensee’s property, or if Licensee
is adjudicated a bankrupt or debtor under any bankruptcy, reorganization or similar law, or if there shall be a default in the performance of any agreement herein contained on the part of Licensee and such default remains uncured for more than 180
days after written notice of such default is given by Licensor, this License Agreement (if Licensor so elects by written notice to Licensee) shall immediately thereupon become null and void, and Licensee shall have no further right to use of the
Names and Other Rights. 
  
 7. Assignment and Sublicense. Licensee
shall not, without Licensor’s prior written consent, directly or indirectly, assign or sublicense its rights hereunder. 
  
 8. Indemnification. Licensor agrees to indemnify and hold Licensee and its officers, agents and employees harmless from and against any and all claims,
actions, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, arising out of any claim that Licensor did not have the right and power to enter into and perform this License Agreement and to license the Names
and Other Rights to Licensee as provided in this License Agreement without infringing the rights of any third party. Licensee shall notify Licensor promptly of any adverse use or infringement of the use of the Names and Other Rights by any third
parties and assist Licensor in all reasonable ways in the protection thereof. Subject to the first sentence of this Section 7, Licensor shall not be liable to Licensee for any loss or liability suffered by Licensee by reason of Licensee’s use
of the Names and Other Rights or by reason of any infringement thereof by any third parties unless caused by Licensor. 
  

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 9. Waivers. No assent, express or implied, by either party hereto, to any breach of any of the other
party’s covenants or agreements shall be deemed or taken to be a waiver of any succeeding breach of the same covenant or agreement. 
  
 10. Notices. All communications and notices between the parties hereto shall be in writing and given as provided in the Joint Venture Agreement and
addressed as specified therein. 
  
 11. Law Governing. This
License Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of New York, without giving effect to the conflicts of laws principles thereof. 
  
 12. Counterparts. This License Agreement may be executed in counterparts,
each of which shall constitute an original and all of which, when taken together, shall constitute one agreement, and any party hereto may execute this License Agreement by signing one or more counterparts hereof. 
  
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 IN WITNESS WHEREOF, the parties hereto have executed this License Agreement as of the day and year first
above written. 
  

					
	 PULITZER INC.

			
	By:	 	 	 	/s/    RONALD H. RIDGWAY        
	 	 	 Name:
	 	Ronald H. Ridgway
	 	 	 Title:
	 	Senior Vice President - Finance


  

					
	 ST. LOUIS POST-DISPATCH LLC

			
	By:	 	 	 	/s/    ROBIN L. SPEARS        
	 	 	 Name:
	 	Robin L. Spears
	 	 	 Title:
	 	Vice President - Finance











 EXHIBIT A 
  

FOUNDED BY JOSEPH PULITZER, DECEMBER 12, 1878 
  
 ST. LOUIS POST-DISPATCH 
  

			
	JOSEPH PULITZER	 	ROBERT C. WOODWORTH
	EDITOR & PUBLISHER	 	PRESIDENT & CEO
	1878-1911	 	 
		
	JOSEPH PULITZER	 	TERRANCE C.Z. EGGER
	EDITOR & PUBLISHER	 	PUBLISHER
	1912-1955	 	 
	 	 	MATTHEW G. KRANER
	 	 	GENERAL MANAGER
		
	JOSEPH PULITZER	 	RICHARD K. WEIL,
	EDITOR & PUBLISHER	 	JR. EXECUTIVE EDITOR
	1955-1986	 	 
	CHAIRMAN 1979-1993	 	ARNIE ROBBINS
	 	 	MANAGING EDITOR
		
	MICHAEL E. PULITZER	 	CHRISTINE A. BERTELSON
	CHAIRMAN & CEO	 	EDITORIAL PAGE EDITOR
	1993-1999	 	 
	CHAIRMAN 1999-	 	VIRGIL TIPTON DEPUTY EDITOR










 EXHIBIT B 
  

FOUNDED BY JOSEPH PULITZER, DECEMBER 12, 1878 
  
 ST. LOUIS POST-DISPATCH 
  

			
	JOSEPH PULITZER	 	ROBERT C. WOODWORTH
	EDITOR & PUBLISHER	 	PRESIDENT & CEO
	1878-1911	 	 
		
	JOSEPH PULITZER	 	TERRANCE C.Z. EGGER,
	EDITOR & PUBLISHER	 	PUBLISHER
		
	1912-1955	 	MATTHEW G. KRANER,
	 	 	GENERAL MANAGER
	JOSEPH PULITZER,	 	 
	EDITOR & PUBLISHER	 	RICHARD K. WEIL,
	1955-1986	 	JR., EXECUTIVE EDITOR
	CHAIRMAN 1979-1993	 	ARNIE ROBBINS,
	 	 	MANAGING EDITOR
		
	MICHAEL E. PULITZER,	 	CHRISTINE A. BERTELSON
	CHAIRMAN & CEO	 	EDITORIAL PAGE EDITOR
	1993-1998	 	 
	CHAIRMAN 1999 -	 	VIRGIL TIPTON, DEPUTY EDITOR










 EXHIBIT C 
  

I KNOW THAT MY RETIREMENT WILL MAKE NO DIFFERENCE IN ITS CARDINAL PRINCIPLES. THAT IT WILL ALWAYS FIGHT FOR PROGRESS AND REFORM, NEVER TOLERATE
INJUSTICE OR CORRUPTION, ALWAYS FIGHT [PICTURE]DEMAGOGUES OF ALL PARTIES, NEVER BELONG TO ANY PARTY, ALWAYS OPPOSE PRIVILEGED CLASSES AND PUBLIC PLUNDERERS, NEVER LACK SYMPATHY WITH THE POOR, ALWAYS REMAIN DEVOTED TO THE PUBLIC WELFARE, NEVER BE
SATISFIED WITH MERELY PRINTING NEWS, ALWAYS BE DRASTICALLY INDEPENDENT, NEVER BE AFRAID TO ATTACK WRONG, WHETHER BY PREDATORY PLUTOCRACY OR PREDATORY POVERTY. 
  

			
	THE POST-DISPATCH PLATFORM	  	JOSEPH PULITZER, APRIL 10, 1907