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nevertheless ordered or directed by Municipality after <br /> notice of such determination by Company. In the event <br /> that suit shall be brought against Municipality under <br /> circumstances where the above agreement to indemnify <br /> applies, Company, at its sole cost and expense, shall <br /> defend Municipality in such suit if written notice of the <br /> suit is promptly given to Company within a period wherein <br /> Company is not prejudiced by lack of such notice. If such <br /> notice is not seasonably given as hereinbefore provided, <br /> Company shall have no duty to indemnify nor defend. If <br /> Company is required to indemnify and defend, it will <br /> thereafter have complete control of such litigation, <br /> but Company may not settle such litigation without the <br /> consent of the Municipality unless Municipality unreasonably <br /> withholds such consent. <br /> Section 19. RELOCATIONS. Subdivision 1. <br /> Whenever Municipality shall grade, regrade or change the <br /> line of any street or public place or otherwise improve any <br /> street or public place or construct or reconstruct any <br /> sewer or water system therein and shall, with due regard <br /> to seasonal working conditions, reasonably order Company <br /> to relocate permanently its electrical facilities located <br /> in said street or public place, Company shall relocate <br /> its facilities at its own expense. Municipality shall <br /> give Company reasonable notice of plans requiring such <br /> relocation. Nothing in this ordinance contained shall <br /> 27 <br />