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claim for indemnification, or claim or suit by a third party which maybe the subject of indemnification hereunder. Further, should Company accept tender of the claim or suit, Company shall have the right to control and defend, with counsel of its choosing, any claim or suit by a third party which may be the subject of indemnification hereunder. 6. REMOVAL OF PROJECT AND RESTORATION. a. Notwithstanding Section 13.04.310 B of the Pleasanton Municipal Code, Company shall remove or relocate the Project from the Right of Way and shall restore, to the City's reasonable satisfaction, the Right of Way and any adjacent property which has been affected by the Project to as good a condition as they were in at the time of the construction of the Project upon any of the following events: 1. the termination of this Agreement (provided, however that Company shall have no right or obligation to relocate the Project within the Right of Way in the event of termination of this Agreement); 2. when the Project is reasonably determined by City to be in conflict with work which must be done by City in the Right of Way or in the vicinity of the Right of Way; or 3. when the Project is reasonably determined by City to be in conflict with the City's needs or requirements. b. If Company fails to remove or relocate the Project pursuant to the City's instructions or if Company fails to restore, to the City's reasonable satisfaction, the Right of Way or any adjacent property which has been affected by the Project to as good a condition as they were in at the time of the construction of the Project, City may cause the removal, relocation or abandonment of the Project and the restoration of the Right of Way and any adjacent property which has been affected by the Project. The removal, relocation or abandonment of the Project and, if necessary, the restoration of the Right of Way and any adjacent property, whether caused by Company and/or City shall be at the sole expense of Company unless such relocation is required by a third party, other than the City or another government agency, in which case such third party shall be responsible for all such costs. If City causes the removal, relocation or abandonment of the Project or, if necessary, the restoration of the Right of Way or any adjacent property, City shall in no manner be liable to Company for any damage sustained by Company for or on account thereof, and such removal, relocation or restoration shall in no manner prejudice or impair any right of action for damages, or otherwise, that City may have against Company. c. Except under emergency circumstances, City shall make reasonable efforts to do the following: 1. notify the Company by a minimum of sixty (60) days advance notice that the Project will need to be removed or relocated; Encroachment Agreement