LICENSE AGREEMENT
EXHIBIT 10.7
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
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.
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.
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/ XXXXXX X. XXXXXXX | |||
Name: |
Xxxxxx X. Xxxxxxx | |||
Title: |
Senior Vice President - Finance |
ST. LOUIS POST-DISPATCH LLC | ||||
By: | /s/ XXXXX X. XXXXXX | |||
Name: |
Xxxxx X. Xxxxxx | |||
Title: |
Vice President - Finance |
EXHIBIT A
FOUNDED BY XXXXXX XXXXXXXX, DECEMBER 12, 1878
ST. LOUIS POST-DISPATCH
XXXXXX XXXXXXXX | XXXXXX X. XXXXXXXXX | |
EDITOR & PUBLISHER | PRESIDENT & CEO | |
1878-1911 | ||
XXXXXX XXXXXXXX | XXXXXXXX C.Z. XXXXX | |
EDITOR & PUBLISHER | PUBLISHER | |
1912-1955 | ||
XXXXXXX X. XXXXXX | ||
GENERAL MANAGER | ||
XXXXXX XXXXXXXX | XXXXXXX X. XXXX, | |
EDITOR & PUBLISHER | JR. EXECUTIVE EDITOR | |
1955-1986 | ||
CHAIRMAN 1979-1993 | XXXXX XXXXXXX | |
MANAGING EDITOR | ||
XXXXXXX X. XXXXXXXX | XXXXXXXXX X. XXXXXXXXX | |
CHAIRMAN & CEO | EDITORIAL PAGE EDITOR | |
1993-1999 | ||
CHAIRMAN 1999- | XXXXXX XXXXXX DEPUTY EDITOR |
EXHIBIT B
FOUNDED BY XXXXXX XXXXXXXX, DECEMBER 12, 1878
ST. LOUIS POST-DISPATCH
XXXXXX XXXXXXXX | XXXXXX X. XXXXXXXXX | |
EDITOR & PUBLISHER | PRESIDENT & CEO | |
1878-1911 | ||
XXXXXX XXXXXXXX | XXXXXXXX C.Z. XXXXX, | |
EDITOR & PUBLISHER | PUBLISHER | |
1912-1955 | XXXXXXX X. XXXXXX, | |
GENERAL MANAGER | ||
XXXXXX XXXXXXXX, | ||
EDITOR & PUBLISHER | XXXXXXX X. XXXX, | |
1955-1986 | JR., EXECUTIVE EDITOR | |
CHAIRMAN 1979-1993 | XXXXX XXXXXXX, | |
MANAGING EDITOR | ||
XXXXXXX X. XXXXXXXX, | XXXXXXXXX X. XXXXXXXXX | |
CHAIRMAN & CEO | EDITORIAL PAGE EDITOR | |
1993-1998 | ||
CHAIRMAN 1999 - | XXXXXX XXXXXX, 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 | XXXXXX XXXXXXXX, APRIL 10, 1907 |