Common use of Reformation and Severability Clause in Contracts

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Company, a Pennsylvania corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone Engineering, Inc., a Pennsylvania corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Wolverines Northern Rail Service Company, a Pennsylvania Michigan corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone EngineeringNorthern Rail Service and Supply Cmpany, Inc., a Pennsylvania Michigan corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Husky New England Railroad Construction Company, a Pennsylvania Connecticut corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone Engineering, New England Railroad Construction Company Inc., a Pennsylvania Connecticut corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement Exhibit D - Merger Consideration AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Bulldog Comtrak Company, a Pennsylvania Georgia corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone EngineeringComtrak Construction, Inc., a Pennsylvania Georgia corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone CompanyRed Storm Comsxxxx Xxxpany, Inc., a Pennsylvania New York corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone Engineering, Comsxxxx Xxxdings Inc., a Pennsylvania New York corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Big Orange Minnesota Company, a Pennsylvania Tennessee corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone EngineeringMinnesota Railroad Service, Inc., a Pennsylvania Tennessee corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Sycamores Midwest Construction Company, a Pennsylvania an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone EngineeringMidwest Construction Services, Inc., a Pennsylvania an Indiana corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative......................................................................................17 Section 11.14. Respecting the IPO........................................................................................17 ARTICLE XII TERMINATION......................................................................................................................................................17 Section 12.01. Termination of this Agreement..................................................................17 Section 12.02. Liabilities in Event of Termination......................................................18 EXHIBITS -------- Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION Exhibit D - Merger Consideration THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Crusader Railroad Specialties Company, a Pennsylvania an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone EngineeringRailroad Specialties, Inc., a Pennsylvania an Indiana corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Bears Merit Company, a Pennsylvania Missouri corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone EngineeringMerit Railroad Contractors, Inc., a Pennsylvania Missouri corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..............................................................................17 Section 11.14. Respecting the IPO................................................................................17 ARTICLE XII TERMINATION......................................................................................................................................17 Section 12.01. Termination of this Agreement..........................................................17 Section 12.02. Liabilities in Event of Termination..............................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement Exhibit D - Merger Consideration AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Huskies Condxx Xxxthers Company, a Pennsylvania Washington corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone Engineering, Condxx Xxxthers Inc., a Pennsylvania Washington corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone Runnin' Rebels Railroad Service Company, a Pennsylvania Nevada corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone EngineeringRailroad Service, Inc., a Pennsylvania Nevada corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").

Reformation and Severability. 17 Section 11.13. Remedies Cumulative..................................................17 Section 11.14. Respecting the IPO...................................................17 ARTICLE XII TERMINATION..................................................................................17 Section 12.01. Termination of this Agreement........................................17 Section 12.02. Liabilities in Event of Termination..................................18 EXHIBITS Exhibit A - List of Primary Stockholders Exhibit B - Form of Employment Agreement Exhibit C - IPO Cost Liability Sharing Agreement AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 21, 1998, by and among RailWorks Corporation, a Delaware corporation ("RW"), Wildcats Alpha-Keystone CompanyHoosier Mize Xxxpany, a Pennsylvania an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Alpha-Keystone EngineeringMize Xxxstruction Company, Inc., a Pennsylvania an Indiana corporation (the "Company"), and the persons listed on the signature pages hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder").