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"), Wolverines Northern Rail Service Company, a Michigan corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply Cmpany, Inc., a 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 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"), Wolverines Northern Rail Service Fighting Irish-U.S. Railway Supply Company, a Michigan an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanyU.S. Railyway Supply, Inc., a Michigan 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 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"), Wolverines Northern Rail Service CompanyBuckeye Railcorp, a Michigan Inc., an Ohio corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply Cmpany, Railcorp Inc., a Michigan an Ohio 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"), Wolverines Northern Rail Service Cardinals Annex Railroad Builders Company, a Michigan an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanyAnnex Railroad Builders, Inc., a Michigan 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 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"), Wolverines Northern Rail Service Screaming Eagle Wood Preserving Company, a Michigan an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanySouthern Indiana Wood Preserving Company, Inc., a Michigan 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"), Wolverines Northern Rail Service Husky New England Railroad Construction Company, a Michigan Connecticut corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply Cmpany, New England Railroad Construction Company Inc., a Michigan 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 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"), Wolverines Northern Rail Service Sycamores Midwest Construction Company, a Michigan an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanyMidwest Construction Services, Inc., a Michigan 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 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"), Wolverines Northern Rail Service Spartans Trackworks Company, a Michigan corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanyU.S. Trackworks, Inc., a 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"), Wolverines Northern Rail Service CompanyRed Storm Comsxxxx Xxxpany, Inc., a Michigan New York corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply Cmpany, Comsxxxx Xxxdings Inc., a Michigan 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"), Wolverines Northern Rail Runnin' Rebels Railroad Service Company, a Michigan Nevada corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanyRailroad Service, Inc., a Michigan 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"), Wolverines Northern Rail Service Bears Merit Company, a Michigan Missouri corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanyMerit Railroad Contractors, Inc., a Michigan 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"), Wolverines Northern Rail Service Bulldog Comtrak Company, a Michigan Georgia corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanyComtrak Construction, Inc., a Michigan 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"), Wolverines Northern Rail Service CompanyHoosier Mize Xxxpany, a Michigan an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanyMize Xxxstruction Company, Inc., a Michigan 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 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"), Wolverines Northern Rail Service Huskies Condxx Xxxthers Company, a Michigan Washington corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply Cmpany, Condxx Xxxthers Inc., a Michigan 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 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"), Wolverines Northern Rail Service Crusader Railroad Specialties Company, a Michigan an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Northern Rail Service and Supply CmpanyRailroad Specialties, Inc., a Michigan 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").