What warranties should a buyer expect a vendor to give in a commercial purchase agreement in Ontario?

A commercial purchase agreement typically includes a set of seller representations and warranties designed to confirm, in writing, the things a buyer can't fully verify through inspection alone. Common examples include confirming the seller has good title free of undisclosed encumbrances, that there's no known unremediated environmental contamination, that existing leases have been accurately disclosed and are in good standing, that there's no undisclosed litigation or outstanding work orders against the property, and that property taxes and utilities are current as of closing.

These warranties usually survive closing for a negotiated period, meaning the buyer can bring a claim against the seller if something turns out to be false after the deal has closed, rather than only having recourse before closing. The scope, survival period, and any caps on liability are all negotiated as part of the deal, and a seller will typically want to qualify statements with "to the seller's knowledge" language where the seller can't reasonably guarantee something with certainty.

Because these warranties are a negotiated allocation of risk rather than an automatic guarantee of a problem-free building, a buyer should still do independent due diligence and treat the warranties as a backstop, not a substitute for it.