This is an athletic club with annual memberships. It is a California SMLLC taxed as a sole proprietorship. The sale is mainly tangible assets. 

I suppose the membership list is an intangible, but it seems to me that a sale of it would generate ordinary income. So I think advising her to list only equipment on the Form 8594 is the best advice.

Also, there is a building rental agreement which can be transferred. I don't know if or how this is relevant.

Notes:

When business assets are sold, the seller typically wants to allocate the proceeds to capital assets to generate capital gain, which is taxed at far lower rates than ordinary income. However, the buyer normally wants to allocate basis to depreciable assets with short recovery periods. The applicable asset acquisition rules allocate the consideration paid for a trade or business so that the buyer and the seller characterize gain, loss and basis consistently.

@TaxGuyBill