0001104659-06-004160 Sample Contracts

Underwriting Agreement
Underwriting Agreement • January 26th, 2006 • Talisman Energy Inc • Crude petroleum & natural gas • New York

Talisman Energy Inc., a corporation organized under the laws of Canada (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions attached hereto (the “Standard Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). The Standard Provisions are incorporated herein by reference in their entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Underwriting Agreement. Each reference to the Representatives herein and in the Standard Provisions so incorporated by reference shall be deemed to be references to you. Unless otherwise defined herein, terms defined in the Standard Provisions are used

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