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"), Big Orange Minnesota Company, a Tennessee corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad Service, Inc., a 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 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"), Big Orange Minnesota CompanyBuckeye Railcorp, a Tennessee Inc., an Ohio corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad Service, Railcorp Inc., a Tennessee 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 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"), Big Orange Minnesota CompanyRed Storm Coms▇▇▇▇ ▇▇▇pany, Inc., a Tennessee New York corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad Service, Coms▇▇▇▇ ▇▇▇dings Inc., a Tennessee 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"), Big Orange Minnesota Sycamores Midwest Construction Company, a Tennessee an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad ServiceMidwest Construction Services, Inc., a Tennessee 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"), Big Orange Minnesota Cardinals Annex Railroad Builders Company, a Tennessee an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Annex Railroad ServiceBuilders, Inc., a Tennessee 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"), Big Orange Minnesota Screaming Eagle Wood Preserving Company, a Tennessee an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad ServiceSouthern Indiana Wood Preserving Company, Inc., a Tennessee 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"), Big Orange Minnesota Wolverines Northern Rail Service Company, a Tennessee Michigan corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad ServiceNorthern Rail Service and Supply Cmpany, Inc., a Tennessee 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"), Big Orange Minnesota Spartans Trackworks Company, a Tennessee Michigan corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad ServiceU.S. Trackworks, Inc., a Tennessee 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"), Big Orange Minnesota Wildcats Alpha-Keystone Company, a Tennessee Pennsylvania corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad ServiceAlpha-Keystone Engineering, Inc., a Tennessee 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 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"), Big Orange Minnesota Crusader Railroad Specialties Company, a Tennessee an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad ServiceSpecialties, Inc., a Tennessee 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"), Big Orange Minnesota Runnin' Rebels Railroad Service Company, a Tennessee Nevada corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad Service, Inc., a Tennessee 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"), Big Orange Minnesota CompanyHoosier Mize ▇▇▇pany, a Tennessee an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad ServiceMize ▇▇▇struction Company, Inc., a Tennessee 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"), Big Orange Minnesota Bulldog Comtrak Company, a Tennessee Georgia corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad ServiceComtrak Construction, Inc., a Tennessee 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 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"), Big Orange Minnesota Huskies Cond▇▇ ▇▇▇thers Company, a Tennessee Washington corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad Service, Cond▇▇ ▇▇▇thers Inc., a Tennessee 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 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"), Big Orange Minnesota Fighting Irish-U.S. Railway Supply Company, a Tennessee an Indiana corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Railroad ServiceU.S. Railyway Supply, Inc., a Tennessee 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"), Big Orange Minnesota Husky New England Railroad Construction Company, a Tennessee Connecticut corporation and a wholly owned subsidiary of RW("Newco"), Minnesota New England Railroad Service, Construction Company Inc., a Tennessee 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"), Big Orange Minnesota Bears Merit Company, a Tennessee Missouri corporation and a wholly owned subsidiary of RW("Newco"), Minnesota Merit Railroad ServiceContractors, Inc., a Tennessee 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").