MEMORANDUM
TODD J. CAMPBELL, District Judge.
In this declaratory judgment action under 28 U.S.C. § 2201, Plaintiff National Union Fire Insurance Company of Pittsburgh, Pa. ("National Union") has filed a "Motion to Dismiss" Defendant Small Smiles Holding Co., LLC's ("SSHC's") Counterclaim (Docket No. 31). That Motion has been fully briefed by the parties. (Docket Nos. 32, 44 & 50). The Motion to Dismiss is granted with respect to Count II...
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